United States v. Scophony Corp. of America
United States v. Scophony Corp. of America
Opinion of the Court
delivered the opinion of the Court.
The appellee Scophony, Limited is a British corporation which has its offices and principal place of business in London, England. The question is whether that company “transacted business” and was “found” within the Southern District of New York under § 12 of the Clayton Act,
Scophony manufactures and sells television apparatus and is the owner and licensor of inventions and patents covering television reception and transmission.
Late in 1941 Scophony found itself in financial distress, in part because of restrictions imposed by the British Government on the export of currency. It became imperative that new capital from American sources be found for the enterprise. Accordingly, Arthur Levey, a director
The master agreement was executed by Seophony, William George Elcock, as mortgagee of all of Scophony’s assets, General Precision, and Productions, the latter a wholly owned subsidiary of Paramount. It provided for the formation of a new Delaware corporation, American Seophony, with an authorized capital stock of 1,000 Class “A” shares and a like number of Class “B” shares. Seophony and individuals interested in it
The master agreement set forth the general desire of the parties to promote the utilization of the Seophony inventions “particularly in the United States of America
Pursuant to the master agreement’s terms, the first supplemental agreement was executed by Scophony, El-cock, as mortgagee of its assets, and American Scophony; the other, by American Scophony, General Precision, and Productions. For present purposes it is necessary to set forth only the general effect of the agreements taken together. Scophony transferred to American Scophony not only all of its equipment in the United States, but also all patents and other interests in the Scophony inventions within the Western Hemisphere. General Precision and Productions were granted exclusive licenses under American Scophony’s patents. They agreed to pay royalties on the products produced under the licenses and American Scophony undertook to transmit fifty per cent of such royalties to Scophony. American Scophony gave Scophony an exclusive sublicense for the Eastern Hemisphere on a royalty basis under all patents licensed to American Scophony by General Precision and Productions. Provision was also made for the interchange of technical data and information respecting the Scophony inventions. Finally, it was agreed that Scophony would not market any product involving the Scophony inven
This rather complex plan soon fell of its own weight. Starting in 1943, an impasse developed in the affairs of American Scophony. It stemmed from the failure and unwillingness of General Precision and Productions to exploit the Scophony inventions themselves and their refusal to modify the agreements to permit the licensing of other American firms under the inventions. Several manufacturers expressed an interest in obtaining licenses. But in each instance the directors representing the American interests holding the Class “B” shares were unwilling to approve the necessary modifications in the existing arrangements. In July, 1945, the directors representing the “B” interests resigned. This made it impossible for American Scophony to transact business, since charter and by-law provisions adopted pursuant to the master and supplemental agreements required the presence of at least one Class “B” director for a quorum. Adding to the difficulties were American Scophony’s shortage of funds and the apparent reluctance of the American interests to cooperate in efforts to place American Scophony on firmer financial footing. American Scophony’s affairs were further complicated by the institution of the present antitrust proceeding on December 18, 1945.
Levey kept Scophony advised of developments in the dispute between the “A” and “B” factions and otherwise
On April .5, 1946, a summons and a copy of the complaint directed to Scophony were also served on Elcock in New York City. He was a dominant figure in Sco-phony. He arrived in this country in March, 1946, with the mission of investigating and ending the impasse and disposing of Scophony’s interest in American Scophony. Elcock not only was mortgagee of Scophony’s assets by virtue of having made a large loan to the company. He was also its financial comptroller and a member of its board. At the time of service on him, he held a comprehensive power of attorney, irrevocable until March, 1947, giving him complete power to act with regard to Sco-phony’s interests in the United States, including those in American Scophony.
The District Court, in granting the motion to quash service and dismiss the complaint as to Scophony, held
I.
Section 12 of the Clayton Act has two functions, first, to fix the venue for antitrust suits against corporations; second, to determine where process in such suits may be served. Venue may be had “not only in the judicial district whereof it is an inhabitant, but also in any district wherein it may be found or transacts business.” And all process may be served “in the district of which it is an inhabitant, or wherever it may be found.” (Emphasis added.)
A plain and literal reading of the section’s words gives it deceptively simple appearance. The source of trouble lies in the use of verbs descriptive of the behavior of human beings to describe that of entities characterized by Chief Justice Marshall as “artificial . . . , invisible, intangible, and existing only in contemplation of law.” Dartmouth College v. Woodward, 4 Wheat. 518, 636.
The translation, or rather the necessity for it, permeates every significant word of § 12, not wholly excluding “or transacts business.” If the statutory slate were clean, one might readily conclude that the words “inhabitant” and “found” would have the same meaning for locating both
The statutory slate, however, is neither entirely new nor clean. Both legislative and judicial hands have written upon it. The writing is meandering, unclear in part, and partly erased. But it cannot be disregarded. What is legible must furnish guidance to decision. We deal here with a problem of statutory construction, not one of constitutional import.
Section 12 of the Clayton Act is an enlargement of § 7 of the Sherman Anti-Trust Act. Eastman Co. v. Southern Photo Co., 273 U. S. 359. The earlier statute
We do not stop to review the decisions construing § 7 and similar statutes, cf. Suttle v. Reich Bros., 333 U. S. 163; see International Shoe Co. v. Washington, supra, at 317-319, except to refer to People’s Tobacco Co. v. American Tobacco Co., 246 U. S. 79. There the foreign corporation was sued in a district in which it did not “reside.” Because the Court found that the company had withdrawn from the state in which the district was located and had revoked the authority of its principal agents there, it held that the defendant was not “found” in the district, although certain corporate activities continued.
The conventional rationalization applied equated “found” in sequence to “presence,” to “doing business by its agents there,” to “of a character warranting inference of subjection to the local jurisdiction.”
The argument was certainly plausible, but for the fact that it made the addition of “or transacts business” to “inhabitant” and “found” in § 12 redundant and meaningless. The Court refused to accept the argument, because doing so would have defeated the plain remedial purpose of § 12.
This construction gave the words “transacts business” a much broader meaning for establishing venue than the concept of “carrying on business” denoted by “found” under the preexisting statute and decisions. The scope of the addition was indicated by the statement “that a corporation is engaged in transacting business in a district ... if m fact, in the ordinary and usual sense, it ‘transacts business’ therein of any substantial character.” Id. at 373. (Emphasis added.)
In other words, for venue purposes, the Court sloughed off the highly technical distinctions theretofore glossed upon “found” for filling that term with particularized meaning, or emptying it, under the translation of “carrying on business.” In their stead it substituted the practical and broader business conception of engaging in any substantial business operations. Cf. Frene v. Louisville Cement Co., 77 U. S. App. D. C. 129, 134 F. 2d 511; International Shoe Co. v. Washington, supra. Refinements such as previously were made under the “mere solicitation” and “solicitation plus” criteria, cf. Frene v. Louisville Cement Co., supra, and like those drawn, e. g., between the People’s Tobacco and International Harvester cases, supra, were no longer determinative. The practical, everyday business or commercial concept of doing or carrying on business “of any substantial character” became the test of venue.
Thus, by substituting practical, business conceptions for the previous hair-splitting legal technicalities encrusted upon the “found”-“present”-“carrying-on-business” sequence, the Court yielded to and made effective Congress’ remedial purpose. Thereby it relieved persons injured through corporate violations of the antitrust laws from the “often insuperable obstacle” of resorting to distant forums for redress of wrongs done in the places of their business or residence. A foreign corporation no longer could come to a district, perpetrate there the injuries outlawed, and then by retreating or even without retreating
Nevertheless, for service of process § 12 had specified "the district of which it is an inhabitant, or wherever it may be found” without adding “or transacts business,” as was done in the venue clause. Accordingly the Court took account of this difference and went on to indicate that for purposes of liability to service the section merely carried forward the preexisting law, so that in some situations service in a district would not be valid, even though venue were clearly established under § 12.
II.
In this case, however, we deal with a company incorporated outside the United States. But there can be no question of the existence of “jurisdiction,” in the sense of venue under § 12, over Scophony in the Southern District of New York. To say that on the facts presented Sco-phony transacted no business “of any substantial character” there during the period covered by institution of the suit and the times of serving process would be to disregard the practical, nontechnical, business standard supplied by “or transacts business” in the venue provision. It would be also to ignore the fact that Scophony then and there was carrying on largely, if not exclusively, the only business in which it could engage at the time.
S cophony’s operations in New York were a continuous course of business before and throughout the period in question here. They consisted in strenuous efforts not simply to save an American “investment,” as is urged, but to salvage and resuscitate Scophony’s whole enterprise from the disasters brought upon it by the war. As with
First was the phase of attempting to set up in this country as manufacturer and seller of television equipment. When that failed, the company turned to licensing and exploiting its patents by other means. This was done through the complicated arrangements for what practically if not also technically was a joint adventure with other companies. That project was carried out not merely through corporate forms and arrangements but by contracts binding the participating companies to the common enterprise, as well as the special medium of executing it, American Scophony. In this each corporate participant had its special functions, controls and restrictions created in part by share ownership in American Sco-phony, but also in important respects by contract both beyond the stock controls and dictating their character.
This is a story of business in trouble, even desperate. We may have sympathy for the company’s plight. But it does not follow that such continuing, intensive activities to save the business and put it on a normal course, even though shifting as they did in the successive winds that blew, did not constitute “transacting business” of “any substantial character.” Nor can we say that any of the major shifts in tacking toward the ultimate end stopped or interrupted the course of the company’s business activity. At no time was the drive toward achieving its basic objects suspended.
Appellee would avoid this view and its consequences by taking an entirely different conception of what took place. It emphasizes that Scophony’s corporate objects, as stated in its charter, were to manufacture and sell television equipment. Hence it concludes that when all New York activity directly pointing to that end ceased, and was followed by the phase of seeking to exploit the patents through the arrangements centering around American Scophony, the British company ceased to be engaged in promoting its corporate objects and thus in carrying on or doing business in New York for the relevant statutory purposes. From then on, it is claimed, Sco-phony became concerned solely with creating and protecting an “investment,” namely, in American Scophony’s shares. Nor did Scophony resume the doing of business when that effort also failed and the final stage of seeking to break the impasse arrived, because manufacturing and sale of equipment were not revived.
To this view of the sequence of events appellee then seeks to apply this Court’s decisions interpreting “found”
Obviously this view of the facts and of the determinative legal approach is at wide variance from the ones we have taken in dealing with the question of venue. But we do not find it necessary, in order to reject it for purposes of sustaining the service, to consider whether the process clause of § 12 should be given scope beyond that indicated by the Eastman dictum. For in any event we think that appellee and the District Court have misconceived the effects of the facts and of the decisions on which they rely, for determining the validity of the service in this case.
Certainly appellee’s conclusionary premise cannot be accepted, that its sole authorized or actual business was manufacturing and selling equipment; or therefore the
The alternative one chosen was not a matter simply of licensing patents to others, for active exploitation by them. Nor was it only a casual act or acts of contracting. The whole framework of this phase of the New York activities was dictated by the master and supplemental agreements. These were not mere licensing arrangements, nor did they make Scophony nothing more than a shareholder for investment purposes, with only such a shareholder’s voting rights and control in American Sco-phony. The contracts created controls in Scophony, and in the American interests as wrell, which taken in conjunction with the stock controls called for continuing exercise of supervision over and intervention in American Sco-phony’s affairs.
That necessity was shown, among other ways, by the contractual provisions for interchange of data and information, and further by the fact that there was sustained interchange of correspondence between Levey and Sco-phony devoted to Scophony’s affairs and interests in this country. Levey kept Scophony informed fully of all that went on here, and in turn received and carried out its instructions respecting American Scophony’s affairs and its own.
In all this he was not acting merely as an officer of American Scophony. Rather he was also Scophony’s director and representative, authorized to act in its behalf and interest. Indeed it was as Scophony’s representative that he was named as president of American Scophony. His position was a dual one. He was not a mere shareholder’s or investor’s agent seeking information about that corporation’s affairs for purposes of dealing with the stock. His functions and activities were much broader and related to Scophony’s interests as much as to American Scophony’s. Scophony’s New York activities therefore were not confined to negotiation and execution of the agreements. Neither were they concerned only with mere stock ownership or “investment” as is urged, nor were they simply occasional acts of contracting, like those in the decisions appellee cites.
Moreover, other individuals carried on for Scophony in continuing efforts
Those efforts were not cessation of engaging in business. They were directed entirely to warding off that fate. Their object was not to liquidate, it was to resuscitate the business of Scophony and, as in all previous stages, ■put it on a normal course again. In doing all this, Sco-phony was engaging in business constantly and continuously, not retiring from it or interrupting it. Cf. Mutual Life Insurance Co. v. Spratley, 172 U. S. 602; Pennsylvania Lumbermen’s Insurance Co. v. Meyer, 197 U. S. 407; St. Louis S. W. R. Co. v. Alexander, 227 U. S. 218. The interruptions were only in particular phases of its authorized adventure, not in the continuity, intensity or totality of the adventure itself.
In sum, we have no such situation as was presented in the manufacturing and selling cases on which appellee relies. They concerned entirely different facts and enterprises. In none was there a shifting from a course of business in pursuit of one corporate object or objects, viz., manufacturing and selling, to another continuing mode of achieving a basic corporate objective, namely, the exploiting of patents by complex working arrangements partaking practically of the character of a common enterprise with others and requiring constant supervision and intervention beyond normal exercise of shareholders’ rights by the participating companies’ representatives qua such.
For present purposes those decisions may be left untouched for the facts and situations in which they have arisen and to which they have been applied. But there could be no valid object in expanding their pulverizing approach to situations as different and distinct as this one, comprehended within neither their rulings nor their effects. More especially would such an extension be inappropriate, when it is recalled that § 12 governs venue and service in antitrust suits against corporations. For, in cases against companies incorporated outside the United States, that extension would bring back all the obstacles to enforcement of antitrust policies and remedies which existed for domestic corporations before § 12 was enacted to give relief from those obstacles. Even though venue were clearly established, as here, the extension often would make valid service impossible, since process could not be issued to run for such corporations to the foreign countries of which they are “inhabitants.” We are unwilling to construe § 12 in a manner to bring back the evils it abolished, for situations not foreclosed by prior decisions, and thus to defeat its policy together with that of the antitrust laws, so as to make another amendment necessary.
It remains only to say that we do not stop to consider whether, as is argued, Levey’s authority to act for Sco-phony had expired or been revoked at the time service was made by delivery of process to him. For when service was made by delivery to Elcock, he had unrevoked and irrevocable authority to act in Scophony’s behalf in the New York district, and that service was valid to confer personal jurisdiction over Scophony.
Accordingly, the judgment is reversed and the cause is remanded to the District Court for further proceedings in conformity with this opinion.
Reversed and remanded.
"Sec. 12. That any suit, action, or proceeding under the antitrust laws against a corporation may be brought not only in the judicial district whereof it is an inhabitant, but also in any district wherein it may be found or transacts business; and all process in such cases may be served in the district of which it is an inhabitant, or wherever it may be found.” 38 Stat. 736, 15 U. S. C. § 22.
The suit was instituted against Scophony, Limited (designated in this opinion as “Scophony”), Scophony Corporation of America (designated “American Scophony”), General Precision Equipment Corporation (designated “General Precision”), Television Produc
Pursuant to § 2 of the Expediting Act of February 11, 1903, 32 Stat. 823, 15 U. S. C. § 29, and § 238 of the Judicial Code, 43 Stat. 938,28U.S. C. § 345.
The inventions and patents in the main relate to two systems of television transmission and reception, one known as the “supersonic” system and the other as the “skiatron” system. We shall at times refer to the present and future patents, processes, designs, technical data, etc., relating to these two systems as the Scophony inventions.
A third system, the cathode-fluorescent system, was developed early in this century and is the principal method of television transmission and reception used in the United States today.
An agreement of February 4, 1943, amended the original agreement so as to give two-thirds of the “A” shares to Seophony, the remainder to individuals.
The complaint alleged that the effects of the agreements and understandings were to create a territorial division of the manufacture and sale of television products, assigning the Eastern Hemisphere to Scophony and the Western Hemisphere to General Precision and Productions; to suppress and restrain competition in the manufacture and sale of television equipment, both in the domestic and in the export markets; and to give General Precision and Productions monopoly power over the Scophony inventions which enabled them to suppress their exploitation and deprive others of their use.
These included at various times two American attorneys, a member of the British Parliament, and an English officer.
Levey immediately informed Scophony in England of this action and advised it to designate appropriate counsel. On December 21, 1945, he sent a copy of the complaint to Scophony by airmail.
The power of attorney set forth Scophony’s desire to appoint-Elcock to act “and bind the Company in all or any matters affecting the Company’s interests in the United States . . . .” It then authorized Elcock to institute and prosecute all proceedings necessary to conserve Scophony’s interests; to defend or compromise any suits brought against Scophony; to settle accounts; to engage or dismiss subagents; to borrow money; to dispose of any and all of Scophony’s property and interests in the United States; and “generally to represent the Company in the United States of America in all matters in any way affecting or pertaining to the Company . . . .”
More than once Marshall had difficulty in transferring to corporations or other institutions legal conceptions and relations shaped in nomenclature and in fact from normative evolution in relation to persons of flesh and blood.
See, e. g., Bank v. Deveaux, 5 Cranch 61, where he was unable to adapt the concept of corporate “inhabitancy,” applied in decisions he cited, for fitting the corporation into the constitutional scheme of diversity jurisdiction. His individualistic solution brought difficulties
See, e. g., Cahill, Jurisdiction over Foreign Corporations and Individuals Who Carry on Business within the Territory, 30 Harv. L. Rev. 676; Scott, Jurisdiction over Nonresidents Doing Business within a State, 32 Harv. L. Rev. 871; Bullington, Jurisdiction over Foreign Corporations, 6 N. C. L. Rev. 147; Note, What Constitutes Doing Business by a Foreign Corporation for Purposes of Jurisdiction, 29 Col. L. Rev. 187.
The very federalism of our structure magnifies the problem, by multiplying state and other governmental boundaries across which corporate activity runs with the greatest freedom. The problem arises on constitutional as well as statutory and common-law levels. Cf. International Shoe Co. v. Washington, 326 U. S. 310; Puerto Rico v. Russell & Co., 288 U. S. 476.
Appellee makes no suggestion of a constitutional issue. The Government, however, suggests that, in view of our recent decision in International Shoe Co. v. Washington, 326 U. S. 310, which was concerned with the jurisdiction of a state over a foreign corporation for purposes of suit and service of process, and in view of aspects of similarity between that problem and the one now presented, we extend to this case and to § 12 the criteria there formulated and applied. There is no necessity for doing so. The facts of the two cases are considerably different and, as we have said, we are not concerned here with finding the utmost reach of Congress’ power.
The Court said: “The general rule deducible from all our decisions is that the business must be of such nature and character as to warrant the inference that the corporation has subjected itself to the local jurisdiction, and is by its duly authorized officers or agents present within the State or district where service is attempted. Philadelphia & Reading Ry. Co. v. McKibbin, 243 U. S. 264; St. Louis Southwestern Ry. Co. v. Alexander, 227 U. S. 218, 226.” 246 U. S. 79, 87.
Counsel for the defendant equated the words “inhabitant” and “found” of § 12 to “resides or is found” of § 7 of the Sherman Act. They then went on to argue that the addition of “or transacts business” in the venue clause of § 12 did not broaden the section, but merely made explicit what the Court had already decided under the earlier statute. 273 U. S. at 361. This, because “or transacts business” was said to be nothing more than “carrying on business,” which was the content the Court had given to “is found” in § 7, by the People’s Tobacco case and others.
Rather, the Court said, the section supplements “the remedial provision of the Anti-Trust Act for the redress of injuries resulting from illegal restraints upon interstate trade, by relieving the injured person from the necessity of resorting for the redress of wrongs committed by a non-resident corporation, to a district, however distant, in which it resides or may be 'found’ — often an insuperable obstacle — and enabling him to institute the suit in a district, frequently that of his own residence, in which the corporation in fact transacts business, and bring it before the court by the service of process in a district in which it resides or may be 'found.’ ” 273 U. S. 359, 373. (Emphasis added.)
See also note 16.
The concrete facts held to sustain the venue were that the Eastman Company was engaged “not only in selling and shipping its goods to dealers within the Georgia district, but also in soliciting orders therein through its salesmen and promoting the demand for its goods through its demonstrators for the purpose of increasing its sales . . . .” 273 U. S. at 374.
The Court also expressly stated that, in contrast to prior limitations, the company was “none the less engaged in transacting business . . . because of the fact that such business may be entirely interstate in character and be transacted by agents who do not reside within the district,” referring in this connection to International Harvester Co. v. Kentucky, 234 U. S. 579, 587, and Davis v. Farmers Cooperative Co., 262 U. S. 312, 316. 273 U. S. 359, 373.
1. e., by artful arrangement of agents’ authority, or of their comings and goings, or of the geography of minute incidents in contracting. Cf. People’s Tobacco Co. v. American Tobacco Co., 246
As has been stated, the company was incorporated in New York and had its principal office and place of business in Rochester.
Although difference of that sort may appear to be generally incongruous, since ordinarily it would seem that susceptibility to suit in a district should be accompanied by amenability to process there, such things of course are for Congress’ determination as matters of policy relating to the scope and correlation, or lack of it, of venue and service provisions. There is certainly no constitutional requirement that the two be coextensive. And to support the dictum, if it were now necessary to rule on the matter, considerations beyond the verbal difference to which the Eastman opinion pointed might be stated.
E. g., the hemispheric division of territories between the British and American interests; the exclusive licensing agreements which prevented Scophony from granting licenses to interested American companies; and the arrangements for the interchange of technical information were contractual, not charter limitations on corporate powers. The particular corporate medium used, American Scophony, and the refinements in its charter and by-laws giving General Precision and Productions an effective veto power over its operations were themselves aspects of the contractual undertakings embodied in the master agreement and the two supplemental agreements. The master agreement also designated the persons to become officers and directors of American Scophony, as representatives of both the British and the American interests.
E. g., Cannon Mfg. Co. v. Cudahy Co., 267 U. S. 333; Consolidated Textile Corp. v. Gregory, 289 U. S. 85; People’s Tobacco Co. v. American Tobacco Co., 246 U. S. 79.
The catalogue emphasizes things not being done as of the dates of service, e. g., maintaining an office, warehouse or place of business; owning realty or other physical property; keeping a staff of employees; having agents “other than counsel in this case and . . . Elcock”; keeping a telephone or a listing; making sales; conducting research; soliciting orders. Correspondingly appellee atomizes the things then being done into separate, disconnected events, viz., stock ownership (in American Scophony); contracting with American Sco-phony and the other corporations for transfer and licensing of patents; activities to protect Scophony’s American “interests” by resolving the impasse.
See note 22 supra. Indeed the contracts shaped the nature of the corporate distribution of powers and voting rights, so as to make them conform to the over-all character and objects of the larger common enterprise. The charter and by-law provisions of American Scophony therefore not only were governed by the contractual arrangements but carried them into execution.
Especially in view of the fact that § 12 fixes venue and the places for serving process in antitrust suits, there would seem to be sound
See note 7.
Concurring Opinion
concurring.
I deem it appropriate to state why I concur merely in the Court’s result.
The only question in this case is whether Scophony Limited, a British corporation, which has its offices and principal place of business in London, may be made a party defendant in a suit by the United States for violation of the Sherman Law pending in the Southern District of New York. The corporation may be brought into court in that District if its activities there satisfy the requirements of § 12 of the Clayton Act. According to
Whether a corporation “transacts business” in a particular district is a question of fact in its ordinary un-technical meaning. The answer turns on an appraisal of the unique circumstances of a particular situation. And a corporation can be “found” anywhere, whenever the needs of law make it appropriate to attribute location to a corporation, only if activities on its behalf that are more than episodic are carried on by its agents in a particular place. This again presents a question of fact turning on the unique circumstances of a particular situation, to be ascertained as such questions of fact are every day decided by judges.
What was done in the Southern District of New York on behalf of Scophony Limited, as detailed in the Court’s opinion, establishes that the corporation was there transacting business and was found there in the only sense in which a corporation ever “transacts business” or is “found.” Accordingly, Scophony Limited was amenable to suit and service in the District within the requirements of § 12 of the Clayton Act.
To reach this result, however, I do not find it necessary to open up difficult and subtle problems regarding the law’s attitude toward corporations. I abstain from joining the Court’s opinion not because I am in disagreement with what is said but because I am not prepared to agree. And I am not prepared to agree because I do not wish to forecast, which agreement would entail, the bearing of the Court’s discussion upon situations not now before us but as to which such theoretical discussion is bound to be influential. Law, no doubt, is concerned with “practical and substantial rights, not to maintain theories.”
From earliest times the law has enforced rights and exacted liabilities by utilizing a corporate concept — by recognizing, that is, juristic persons other than human beings. The theories by which this mode of legal operation has developed, has been justified, qualified, and defined are the subject-matter of a very sizable library. The historic roots of a particular society, economic pressures, philosophic notions, all have had their share in the law’s response to the ways of men in carrying on their affairs through what is now the familiar device of the corporation. Law has also responded to religious needs in recognizing juristic persons other than human beings. Thus, in the Hindu law an idol has standing in court to enforce its rights. See, e. g., Pramatha Nath Mullick v. Pradyumna Kumar Mullick, 52 L. R. I. A. 245 (1925). Attribution of legal rights and duties to a juristic person other than man is necessarily a metaphorical process. And none the worse for it. No doubt, “metaphors in law are to be narrowly watched,” Cardozo, J., in Berkey v. Third Avenue R. Co., 244 N. Y. 84, 94. But all instruments of thought should be narrowly watched lest they be abused and fail in their service to reason.
Reference
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