Document Type



Trade Union Liability: The Problem of the Unincorporated Corporation, 51 Yale Law Journal 40 (1941)


A COMMERCIAL world that does most of its thinking in terms typified
by the corporation and the partnership, the entity and the aggregate,
the named and the nameless, the 'state-created and the contractual, the
limitedly liable and the unlimitedly liable, the perpetual and the temporary
is likely to think strange the creatures that inhabit the noncommercial
universe. For these non-commercial associations have at
least some of the attributes of the corporation. In practice the trade
unions, for instance, frequently make use of a common seal.' In fact
they have as perpetual an existence and as perpetual a succession of
interests as the corporation. Actually they own property even though
to do so they may have to employ trustees. And it cannot be denied
that they make by-laws "or private statutes for the better government
of the corporation" which, in controversies between member and union,
are enforced by the courts. Here, then, are four of the indicia of corporateness which have come down to us from Blackstone's time' or
before. Yet these associations lack that first indicium of corporateness,
a charter. They cannot, in most jurisdictions, be sued in their own
names. And no court has yet suggested that theirs is a limited liability.

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corporation, liability, trade union