Corporate Personality And Social Policy: The Problem Of The Quasi‐Corporation
| DOI | http://doi.org/10.1111/j.1468-2230.1965.tb01046.x |
| Published date | 01 January 1965 |
| Date | 01 January 1965 |
CORPORATE PERSONALITY AND SOCIAL
POLICY:
THE
PROBLEM
OF
THE
QUASI-CORPORATION
MAITLAND
in
1900
took to be
‘‘
an orthodox beginning for a chapter
on the English Law
of
Persons,” the propositions:
‘‘
Persons are
either natural
or
artificial. The only natural persons are men. The
only artificial persons are corporations. Corporations are either
aggregate
or
sole.”
This notion, that there are
“
but two kinds of suable entities in
law, the individual human being and the corporation,” was stigma-
tised by Professor
H.
A.
J.
Ford
as
the
“
dogma
,’
which by and
large has dominated English courts.* Dogma
or
not, Maitland’s
proposition remains (with due modern addition of the weaker sex)
an orthodox starting point. Yet recent cases, including
Willis
v.
Association
of
Universities
of
the British Commonwealth
and
Knight and Searle
v.
DoveY4
disclose an increasing use of the
(6
quasi-corporation
yy
by the
court^.^
Mocatta
J.
had to decide in the latter case whether an action in
tort, for conversion of the proceeds of cheques, could be brought
against the London Trustee Savings Bank
in its own name.
The
bank had been formed in
1816
one year before the first of a long
series of statutes concerned with the operation of such banks (of
which the latest is the Trustee Savings Banks Act,
1964).
No
court
had previously decided whether
a
trustee savings bank could be sued
in its own name. An action against the bank
eo nomine
would
ensure that its funds could be without question attacked in the tort
action. His lordship accepted counsel’s proposition that
‘‘
no
action can be brought by
or
against any party other than
a
natural
person
or
persons, unless such party has been given by statute,
expressly
or
impliedly,
or
by the common law,
either
(a)
a
legal
persona
under the name by which it sues
or
is sued
or
(b)
a
right
to sue
or
be sued by that name.” His lordship classified the
“
quasi-corporation
”
proper as belonging to the first group. But
1
“
The Corporation Sole
”
in
Selected
Essays,
p. 73, reprinted from (1900) 16
L.Q.R.
335.
2
Unincorporated
Non-Profit
Associatiow
(1959),
p.
115; a valuable study
of
the
modern unincorporated association.
For
an earlier survey, see
Lloyd,
Unincorporated
Associations
(1938).
6
3
[1964]
2
W.L.R.
946; [1964]
2
All
E.R. 39.
4
[1964] 3
W.L.R.
50;
[1961]
2
,411
E.R.
307.
5
See Mocatta
J.
[1964]
2
All
E.R.
307 at
p.
310.
8
Ibid.
at p.
309
(italics supplied).
62
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