Corporations 1. Corporations are creatures of state law, and that state law generally governs their affairs. RE G&L Packing Co., Inc., 41 BR 903 (D.C. New York 1984) 2. Corporation is artificial entity that can act only through agents. U.S. v. Tri-No Enterprises, 819 F2d 154 (7th Cir. 1987) 3. While a corporation can be held liable for the acts of its agents, directors or officers cannot be held individually liable unless they participate in the conduct which gave rise to the liability. Prince v. Zazove, 959 F2d 1395 (7th Cit. 1992); Giorgio Morandi Inc. v. Textport Corp., 761 F.Supp. 12 (S.D. New York 1991) 4. Under Georgia law victim of tort committed by corporate agent may sue agent personally or corporation under theory of vicarious liability or both. Velten v. Regis B. Lippert, Interact, Inc., 985 F2d 1515 (11th Cir. 1993) 5. Notice to president of company is notice to company as matter of law. E.E.O.C. v. G-K-G, 39 F3d 740 (7th Cir. 1994) 6. A corporation is a citizen resident, or inhabitant of the state or country by or under the laws of which it was created, and of that state or country only. 19 C.J.S., Section 886 7. A foreign corporation is one that derives its existence solely from the laws of another state, government or country; the United States government is a foreign corporation with respect to a state. 19 C.J. S., Section 886 8. The individual, unlike the corporation, cannot be taxed for the mere privilege of existing. The corporation is an artificial entity which owes its existence and charter power to the state, but the individual’s right to live and own property are natural rights for the enjoyment of which an excise cannot be imposed. Redfield v. Fisher, 292 Oregon 814, 817 9. The United States Government is a foreign corporation with respect to a state. NY re: Merriam 36 N.E. 505; 1441 S.Ct. 1973; 41 L.Ed. 287 10. Governments are corporations. Penhallow v. Doane, 3 Dall 55 Dred Scott v. Danford, 10 How 393 11. Corporations are persons within the meaning of the constitutional provisions forbidding the deprivation of property without due process. 164 U.S. 578; 26 U.S. 544 12. An act removing the liability of corporations to suit on existing obligations is void. Nat’l. Bank v. Sebastian Co., 5 Dill 415 13. Every corporation formed for governmental purposes is a municipal corporation. Woodward v. Livermore Falls Water Dist., 116 Me 496 14. The bank plaintiffs, being corporations, have no constitutional privilege against compulsory self-incrimination by virtue of the Fifth Amendment. California Bankers Assn. V. Schultz, 416 U.S. 21 15. For taxation purposes there are fundamental distinctions between individuals and corporations. Kentucky R.R. Tax Cases, 115 U.S. 321, 337, 339; Pacific Exp. Co. v. Seibert, 142 U.S. 339 16. A corporation is protected under the Fifth Amendment against taking of its property without just compensation. Monongahela Nav. Co. v. U.S., 148 U.S. 312; Hale v. Henkel, 201 U.S. 43, 76 17. Any privilege which may exempt a corporation from burdens common to individuals does not flow necessarily from the charter, but must be expressed in it, or they do not exist. Bank v. Hamilton, 21 Ill. 53; Peters v. Railroad Co., 23 Mo. 107; Thrope v. Burlington, 27 Vt. 140 18. Municipal corporations constitute a part of the civil government of the state. New Orleans Gas Co. v. Louisiana Light Co., 115 U.S. 650, 672 (1885) 19. Corporate veil may be pierced only in cases of fraud or injustice. Mobay Corp. v. Allied-Signal, Inc., 761 F.Supp. 345 (D. New Jersey 1991) 20. Corporation is artificial entity that can only act through agents. U.S. v. Tri-No Enterprises, 819 F.2d 154 (7th Cir. 1987) 21. Since federal government may form corporation only under necessary and proper clause of constitution, and therefore most corporations are formed by states, the inclusion of “corporations” in term “person” and “whoever” under 1 USCS 1 must be interpreted to comprise state as well as federally created corporations. United States v. Polizzi, 500 F.2d 856 (CA9 Cal. 1974) 22. Local governments, municipal corporations, and school boards are “persons” subject to liability under 42 USCS 1983 for violating another person’s federally protected rights, and thus are not wholly immune from suite under 1983. Monell v. Dept. of Social Services, 436 U.S. 658 (1978) 23. Corporations are not citizens, within the meaning of provisions of Art. IV, 2, cl 1, declaring that “the citizens of each state shall be entitled to all privileges and immunities of citizens in the several states.” Paul v. Virginia, 75 U.S. 168 (1869) 24. Where all named plaintiffs are corporations they have no standing to assert a violation of privileges and immunity clause (US Const., Art 4, 2, Cl 1). American Trucking Ass’n. v. Gray, 707 S.W. 759 (1986) 25. When a corporation assumes to do that which it has not been empowered by the state to do, the act is a nullity. R.I. & PR. Co. v. Union Pac. Ry., 47 Fed. Rep. 15 26. An act removing the liability of corporations to suits on existing obligations is void. Nat’l. Bank v. Sebastian Co., 5 Dill 415 27. Since the state, used in the real sense of the word, is an abstract entity with its individual citizens as its component parts, it can no more act in and of itself than can a corporation which is in the same sense composed of its stockholders. City of Bisbee v. Cochise County, 78 P.2d 982, 986 (1938) 28. A suit against a municipal corporation is not a suit against “one of the United States” within the meaning of the Eleventh Amendment, and that such a corporation is the agent of the state government is undoubtedly true, but it does not follow therefrom that a suit against it or its officers is such a suit. Camden Interstate R.Co. v. Catlettsburg, 129 Fed. Rep. 422 (1904)
Posted on: Tue, 19 Nov 2013 17:15:07 +0000
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