Talk:Juristic person

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Contents 1 Changing Objections to "Corporate Personhood" Title 2 Merging Legal Person and Legal entity 3 Jurisdiction? 4 Legal personality versus legal entity 5 Initial definition 6 Wiki from "Corporate Personhood" 7 Ideas for improvement 8 Huge POV problems

[edit] Changing Objections to "Corporate Personhood" Title

The last half of the paragraph on Constitutional Protections seems to not be an objection to juristic persons. It seems to be an argument supporting juristic personhood. I suggest changing the title of Section 5 to Controversies about "Corporate Personhood" or something of the like. Either that or moving to the supportive statements to a new section. -Daniel 12:39, 13 March 2007 (GMT) —The preceding unsigned comment was added by 57.67.16.50 (talk) 12:41, 13 March 2007 (UTC).

[edit] Merging Legal Person and Legal entity

I've pretty muched merged in anything substantive from the "legal person" article. This article could be written more smoothly, but I'm not sure I have the interest/motivation. I've met my primary interest which was to straighten out the unnecesary duplication of "legal entity", "artificial person" and the less used, more colloquial "legal person". A somewhat duplicative article (at least in name) is "corporate personhood". I'd like to see the core of the issues and criticisms in that article stay separate, but perhaps rename that article. B 21:30, May 11, 2004 (UTC)

• I agree, "corporate personhood" is a synonym of "legal entity," but the article of that name completely ignores that. I think merging still might be appropriate, with a large section devoted to the constitutional implications. It's just confusing and terribly inaccurate to convince people that "corporate personhood" is limited to the U.S. and means only the application of constitutional rights.--Bibliophylax 21:06, 4 March 2007 (UTC)
• I moved the article from Legal entity to Juristic person. The term "legal entity" is often (but not always) understood to include BOTH legal/juristic persons and natural persons. This article, however, is only about legal/juristic persons. To avoid any confusion or misrepresentation, I moved the article to the title which better describes it (juristic person).--Bibliophylax 15:21, 5 March 2007 (UTC)

[edit] Jurisdiction?

I'm under the impression that a corporation being a "person" is a quirk of US law and is not common elsewhere (I don't actually know; I came to the article for answers). Maybe the article could be expanded in this direction? --Dtcdthingy 00:19, 23 August 2005 (UTC)

• Expanding the article in a direction to discuss personality would probably be something for corporation, since most legal entities are not considered to be persons. Pmadrid 01:23, 23 August 2005 (UTC)

• This is actually incorrect. "Legal entity" and "legal person" are synonyms. Anything which the law recognizes as an independent entity capable of being regulated, sued, etc. is a juristic person. This includes everything listed in the "examples" section of the article. --Bibliophylax 23:27, 5 March 2007 (UTC)

• This is incorrect. Virtually every legal system has "artificial persons." --Bibliophylax 21:03, 4 March 2007 (UTC)

[edit] Legal personality versus legal entity

It would take a company lawyer to clarify this, but I think that legal personality is very different from legal entity, and the redirect should be removed. As I understand it (and I am not a lawyer), a corporation has legal personality (i.e. it remains itself even if the natural persons comprising it change, can own property in its own name, be sued etc.)

Whereas an unincorporated association or a partnership is still a legal entity, even it does not have legal personality.

If this is right, we need to demerge the two conecpts, for instance in the link from 'company limited by guarantee' TobyJ 10:24, 30 September 2005 (UTC)

You've got it. LLCs, LLPs, partnerships, and associations are not seperate persons from their members, but corporations are. Pmadrid 16:33, 30 September 2005 (UTC)

Legal personality and legal entity are actually the same thing depending on the law of the jurisdiction.--Bibliophylax 21:06, 4 March 2007 (UTC)

[edit] Initial definition

"A legal entity is a legal construct through which the law allows a group of natural persons to act as if it were an individual for certain purposes" --- that's PoV!

How? Pmadrid 20:08, 9 February 2006 (UTC)

That is not POV. It's a completely accurate definition. Actually, I'd be worried that it might be plagarized from a dictionary.--Bibliophylax 21:06, 4 March 2007 (UTC)

[edit] Wiki from "Corporate Personhood"

There was a separate article for "corporate personhood" which I redirected here. The text there is mostly worthless (it completely misunderstands the legal concept of corporate personhood) and was very Non-NPOV (it was plagarized from a advocacy group seeking to "abolish corporate personhood"). I've merged much of the issues into a new section of this article, but there is probably some work to do still. Here's the text of the old article for others seeking to further merge the articles: Talk:Juristic person/CP --Bibliophylax 15:21, 5 March 2007 (UTC)

So far this is very USA oriented. There is a large literature on the concept of corporate personality in Europe. The best book on the theory is Frederick Hallis, Corporate Personality: A Study in Jruisprudence (1930) C. A. Cooke, Corporation, Trust and Company: A Legal History, (1950) Cooke's book is more on the legal history while Hallis in on the legal theory. For France see Raymond Saleilles, De La Personalité Juridique: Histoire et Théories, (1922) For the Roman Empire see P. W. Duff, Personality in Roman Private Law, (1938) Rodhay 20:25, 7 March 2007 (UTC)

• Rodhay, thanks for the ideas! I'll try to check this books out, but if you have some international perspective to add it would really help! I know corporate personhood has been around for half a millenium, and exists in virtually every legal system. My background is mostly limited to the U.S. I hope this article gets more international coverage as it progresses.--Bibliophylax 21:48, 7 March 2007 (UTC)

Raymond Saleilles, De La Personalité Juridique: Histoire et Théories, (1922) For the Roman Empire see P. W. Duff, Personality in Roman Private Law, (1938) Rodhay 20:25, 7 March 2007 (UTC)

• Rodhay, thanks for the ideas! I'll try to check this books out, but if you have some international perspective to add it would really help! I know corporate personhood has been around for half a millenium, and exists in virtually every legal system. My background is mostly limited to the U.S. I hope this article gets more international coverage as it progresses.--Bibliophylax 21:48, 7 March 2007 (UTC)

I teach a course on business history. The first unit is on the legal nature of the corporation, so I have done a fair amount of reading on the subject. The idea that corporations have legal personality goes back to 12th or 13th century. (I can check and get a more precise date.) It begins in the Roman Church, as a way of dealing with the suborganizations (e.g., monasteries, orders, etc.) It allows the Pope and the canon law courts to deal with these groups as a whole rather than as a bunch of individuals. In England the idea spreads to the treatment of municipal governments and other subsidiary political organizations. From there it migrates to organizations dealing with public welfare (e.g., charities, universities, etc.) It is only late in the game (16th and 17th centuries)that the idea is used for business corporations. The legal personality of a corporation always consists of five legal rights -- the right to sue and be sued, the right to a common treasury or chest (including the right to own property), the right to a corporate seal (i.e., the right to sign contracts) the right to hire agents (employees) and the right to make by-laws (self-governance). Individual jurisdictions may add other rights. In British common law countries these are determined by the courts or by legislation. In the USA there is a long history of rulings on whether the provisions of the constitution (including the admendments) apply to corporations. (The constitution says nothing about corporations). Some times the rights are given. Sometimes they are not. It is important to stress that the legal rights and duties of a corporation are separate and distinct from the legal rights and duties of the individuals who make up the corporation.Rodhay 00:59, 8 March 2007 (UTC)

One other point. The article states that US corporations only achieved legal personality with the 14th amendment. This is incorrect. They always had legal personality. Court interpretations of the 14th amendament simply extended corporate legal rights into areas which some people think that they should not have. Corporations have claimed and received legal rights under the fourth and fifth amendments as well. Rodhay 01:12, 8 March 2007 (UTC)

It might also be of interest to discuss how corporate persons are created. In Britain, the Bubble Act of 1720, limited the right to either the King or Parliament. This was the law until the Bubble Act was repealed in the 1820s. Eventually the Joint Stock Company Acts later in the century, allowed a corporation to be formed simply by application and the payment of a fee. The USA during the colonial period followed British law. After the Revolution, the ability to form corporations was given to the state level of government --- originally by act of the state legislature --- later by application and fee. Each state has its own history. In France corporations were created by Royal decree until the Revolution when corporations were abolished. Napoleon's code of commerce in 1808 provided a method whereby corporations (sociétés anonymes) could be created. Rodhay 23:14, 9 March 2007 (UTC)

Some more references: John P. Davis, Corporations (1904) W. R. Scott, Joint Stock Companies to 1720 (1912) Joseph S. Davis, Essays in the Earlier History of American Corporations (1917) A.B. DuBois, The English Business Company after the Bubble Act, 1720-1800, (1938) Bishop Hunt, The Development of the Business Corporation in England 1800-1860 (1936) Rodhay 23:31, 9 March 2007 (UTC)

[edit] Ideas for improvement

I think this article has come a long way. I hope to continue improving upon it, and would welcome any help--in particular, with the following ideas:

• More international and comparative perspective. Virtually every country recognizes juristic persons. Unfortunately, most of my knowledge is about the U.S. and U.K. (with some background in European civil law countries). Making this a little less Western-centric should be a priority.
• Examples of the results of the doctrine. There are a lot of cases where the extension of rights to juristic persons has been used to prevent racist seizure of property, prevent political censorship of speech, etc. as well as cases where it has allowed Wal-Mart to open in a city over the objections of the city council. Some of these examples might be helpful.
• Sources (particularly for the "objections" section). Some more cites would be great, especially for the parts detailing objections to the doctrine.
• Watch out for vandalism/POV. A few IPs have been vandalizing, blanking, or inserting POV diatribes into this article. Let's keep an eye on this. I really think this could be a great article--both interesting and unbiased.

Thanks --Bibliophylax 14:13, 6 March 2007 (UTC) Continued help with this is appreciated!

[edit] Huge POV problems

I have to say that this article contains quite a bit of POV coming from some of the heavier non-vandal editors. It's starting to sound like a litany of reasons why corporate personhood is a good idea. Here are a few examples:

• "Because limited liability protected the owners and the corporation wasn't a legal person subject to the law. There was no accountability for corporate wrong-doing." This implies that before personhood, corporations were allowed to run amok. They weren't.
• "This ensured that creditors would be able to seek relief in the courts should the corporation default on its obligations..." This ignores that "sue and be sued" goes both ways. As does this: "Corporate personhood has come under criticism recently, as courts have extended other rights to the corporation beyond those necessary to ensure their liability for debts."
• "Opponents of "corporate personhood" don't want to eliminate legal entities, but do want to strip them of some of these rights through constitutional amendment. Often, this is motivated by a desire to restrict the political speech and donations of corporations, interest groups, lobbies, and political parties." Weasel words. Weasel words. Weasel words.
• "Opponents of "corporate personhood" object to a corporation, particularly a for-profit corporation, being called a person. Their ideology focuses on the distinction between an individual and what they consider a "soulless corporation." Thus, some opponents of "corporate personhood" don't actually want to change the theory, they just want to change the terms used." Wow.

Personhood gives corporations more—not less—power. This article sometimes seems to give exactly the opposite impression. The point of this article is not to attack or defend the concept of juristinc personhood, it's to explain what it is. Let's try to pay attention to POV from any direction here.

--Loqi T. 20:19, 7 March 2007 (UTC)

Loqi, I think you might be confusing the extension of constitutional rights to juristic persons, and the theory of corporate personhood. "Corporate personhood" is simply the notion that legal entities are "subject to legal rights and duties." It means they have legal existence. Before judges created the legal fiction, corporations couldn't be sued for civil wrongs or prosecuted for criminal violations. Corporations in the 1500s used "I don't exist!" as a defense. So it is completely true that corporations were allowed to run amok (although at that point there were many fewer corporations). However, you are absolutely right that it cuts both ways. Juristic persons can also own property, defend themselves in court, and receive the benefit of certain rights. I think the article is clear on that.
I definitely think that this article can be improved, and I'm continuing to work on it. It's kind of difficult, because there is some confusion with the terminology. Some groups use the term "corporate personhood" to mean "constitutional rights for juristic persons." That's not at all an accurate reflection of the doctrine.

--Bibliophylax 21:46, 7 March 2007 (UTC)

Unless there's a separate article dealing with corporate rights, this article is the place for such issues. In the 1500s, corporate entities were strictly limited in scope and duration, and their activities were much more directly managed by governments. The legal theory of corporate personhood cannot meaningfully be separated from the implications of such a theory. Use of the "corporations don't exist" legal dodge, only renders all corporate agreements unenforceable in both directions, and pushes personal liability onto employees and shareholders. If pre-20th century corporate attorneys were going into court saying, "The ACME corporation doesn't exist for purposes of paying its creditors, but does exist for the purposes of shielding its owners from liability," I'd like to see it. If their debtors could just put forward the same argument, why would corporations even bother to have drafted any contracts in the first place? If the law says that corporations exist for the purpose of limiting potential liability of its human agents, yet those same agents have unlimited potential for personal profit, that seems like an important point to mention in this article. Corporate personhood seems to have been invented to support the continuation of limited liability of shareholders, which seems significant enough to mention. The article says the theory was invented to hold corporations accountable for their debts, but it could just as accurately be said that it was invented to prevent the collapse of the theory of limited liability, or that it was invented to consolidate corporate power by giving some human rights to these fictional, non-biological, non-localizable, infinitely-reconfigurable, immortal entities.

The point of all this is to say that this is inherently controversial subject matter, and it needs to be treated with great care and balance. And right now, the article is skewed.

--Loqi T. 01:46, 8 March 2007 (UTC)

Loqi, I don't disagree with your concerns on the subject matter. However, controversy can't justify revisionism. The historical record is clear that judges in the 1500s who created the "juristic person" concept did so to allow corporations to be held accountable in court. It was not done to create/protect/extend limited liability (which was created earlier and separately guaranteed by legislatures and monarchs). HOWEVER, you're totally right that without this doctrine corporations would have been severely limited and a disfavored form (as the article notes, "This simple fiction enabled corporations to acquire wealth, expand, and become the preferred organizational form for businesses of all sizes.").

I agree with you that this can be a controversial subject. I think the article needs to clearly distinguish the corporate personhood doctrine (which simply means that "corporations are subjects of legal rights and duties") and the corporate personhood controversies (which revolve around the use of the word "person" or the extension of constitutional rights to juristic persons). It's really tempting to say that "corporate personhood is evil" because of some of these concerns. But that certain of ranting about our personal opinions isn't appropriate here :)

Like I said, I'll continue to work on this article. I plan, in particular, to beef up the section on Controversy/Opposition to applications of the doctrine. I also want to include more international coverage, since this is a very international concept. And as you requested above, I'll get more info on the original English cases and the use of the corporate "non-personhood" defense.

--Bibliophylax 13:36, 8 March 2007 (UTC)

It's great that you're digging up research on this, Bibliophylax. Thanks. I know how tough it can be to find stuff from previous centuries.

I'm not so sure the historical record is clear on the motivations of 16th century judges though. My guess is that court records from that far back are very sparse. Unless a judge in a precedent-setting case went on record to explain the rationale of a ruling establishing corporate personhood, any comment on motivation is speculative. Furthermore, an explicit statement from a judge saying "corporations are persons because otherwise they're beyond this court's reach" doesn't preclude a motivation of protection for the preconditions of that impunity (such as limited liability). Speculation is okay on Wikipedia if it is identified as such and attributed to a reputable source, such as a scholar on the topic, but interpreting the historical record, however clear it may be, is original research unless it's published somewhere else first. Normally a little bit of writer interpretation is allowed to slide, in the interest of more interesting narrative, but on a controversial topic it must be kept to a minimum.

Actually, the article says that common law only allowed for a natural person to sue or be sued until the Industrial Revolution prompted the artificial personhood legal theory. It says there was no recourse when corporations committed crimes or breached contracts in the U.S. until 1819, and it implies the same is true for most of the world, though it ambiguously mentions 16th century England. This section could use some attention if the history really is clear.

I think an expanded section about controversies is a great idea. This article seems to have been attracting heavy vandalism, and a section like that can relieve some of the pressures that lead to such behaviors. If you're familiar with the early problems of the abortion article, you can see how a controversial topic can become less of a battleground just by honestly and fairly representing various opinions somewhere in the article, and being scrupulously neutral in the rest.

--Loqi T. 06:10, 9 March 2007 (UTC)

It would be wrong to suggest that the absence of corporate personality would mean that corporations are unaccountable. The individuals who make up the corporations are all citizens who have the duty to uphold the law. They can be sued, or can sue in their own name. They can be liable for debts. Corporate personality simply makes it more convenient. Rodhay 23:19, 9 March 2007 (UTC)