The other side of the Hobby Lobby decision

posted at 12:41 pm on July 2, 2014 by Jazz Shaw

The team here has had plenty of great coverage since the Hobby Lobby decision came down, but there are still elements of not only the court case, but the highly vocal opposition to it which leave me puzzled. There has been plenty of analysis regarding the religious freedom aspect of the case, particularly from Ed, and that is certainly an important facet of the discussion. But I find myself even more perplexed by the arguments I’ve been seeing regarding the nature of personhood vis-à-vis corporations and how they shouldn’t be eligible for the various assurances found in the bill of rights.

One sterling example of this curious battle cry may be found in a piece from Rick Ungar at Forbes, under a title which includes the 24 Point, breathless phrase, Founding Fathers Spinning in their Graves.

However, no matter how the 5-4 majority of Supreme Court Justices wish to parse it, the Court has, this very day, destroyed the true nature of the corporate entity—a legal fiction created by government with no capacity to possess feelings, beliefs, emotions, etc. while existing solely as a piece of paper filed away in a drawer in the Secretary of State’s office in each of our 50 states.

If you doubt that this is the reality of what a corporation was intended to be versus how today’s Supreme Court decision—coupled with their Citizens United ruling — has “morphed” the nature of an American corporation, I strongly suggest you take a look at the constraints on corporations in the time of the Founders of this nation and how the Founders themselves felt about the corporate entity.

It was the “Founding Fathers” part of the article which really caught my attention, as I had no idea that G. Washington and his various associates were so bullish on business. But if you go on to read the editorial, the author proceeds to cite numerous instances where Queen Elizabeth I and her various family successors stomped on the rights of business. (Wait… didn’t we actually fight a war to abandon those crown wearing despots?) Then, after ten paragraphs of talking about the attitude of the English Monarchy toward corporations interspersed with seeming non-sequiturs mentioning the Founding Fathers, in a failed attempt to conflate the royals with America’s actual founders, he offers this:

While we know that the Founders had contempt for these corporate entities and the corruption they had produced in England’s Parliament, it appears to have never occurred to them to directly address corporations when they wrote the Constitution.

Well, okay then.

But to my original point, when did we see people – especially those in the media – blandly accepting and asserting that corporations aren’t people? Ungar himself puts forward the claim that corporations are, “a legal fiction created by government with no capacity to possess feelings, beliefs, emotions, etc. while existing solely as a piece of paper filed away in a drawer…”

Is a piece of paper capable of conducting interviews and hiring workers? Can it invent and design new things, hammer out a way to manufacture them and appeal to the mass market to buy them? Can it wrestle with the tough decisions about benefits for employees or how and when those workers will no longer have jobs if the business suffers? No, it can’t. All of those things are the actions of actual human beings… specifically the ones who start or run the business in question. And those people all have values and opinions of their own.

In the era of my father and my grandfather, businesses owned by a single person, a few partners or multiple generations of families were even more prevalent than now. And even today nearly a third of all businesses with a value of more than $1M are owned in the majority by similar small groups. And those businesses most certainly reflected the values of those people who created and operated them. Just like today, those people all enjoyed the full slate of rights enjoyed by other citizens.

So why does it strike so many people as beyond the realm of credibility that these corporate owners would have rights, including freedoms of religion, speech and all the rest? It’s possible, I suppose, that some of us have developed such an inherent mentality of entitlement that we assume that we are owed a job, and once gaining employment, that we should be able to dictate how the “faceless piece of paper in the drawer” treats us without concern for the sensibilities of those who filed the paper originally.

But that really doesn’t make sense. It’s yet another example why these various and sundry federal mandates, handed down from on high to the segment of the nation who didn’t build that simply fly in the face of what we all expect as our hope for and share of the American dream. A corporation may be a piece of paper, but it’s only a de facto invitation to business leaders to pay taxes. And the business leaders in that equation are most certainly people.


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The poor slut is fluked up.

Schadenfreude on July 2, 2014 at 12:44 PM

The poor slut is fluked up.

Schadenfreude on July 2, 2014 at 12:44 PM

One would think spending that much time on your back would increase blood flow to the brain. I guess not.

CurtZHP on July 2, 2014 at 12:47 PM

Is a piece of paper capable of conducting interviews and hiring workers? Can it invent and design new things, hammer out a way to manufacture them and appeal to the mass market to buy them? Can it wrestle with the tough decisions about benefits for employees or how and when those workers will no longer have jobs if the business suffers? No, it can’t. All of those things are the actions of actual human beings… specifically the ones who start or run the business in question. And those people all have values and opinions of their own.

“You didn’t build that” — illustrious Oaf, who’s Chief.

Schadenfreude on July 2, 2014 at 12:48 PM

The poor slut is fluked up.

Schadenfreude on July 2, 2014 at 12:44 PM

That is so ironically funny seeing as how every time I go in to one I am about the only guy in the place.

cozmo on July 2, 2014 at 12:53 PM

A corporation may be a piece of paper, but it’s only a de facto invitation to business leaders to pay taxes. And the business leaders in that equation are most certainly people.

Just for one retort – it’s not a “piece of paper” when Sharkton and Jackson extort dough from them.

PC and idiocy will kill us all.

Leftists are not logical, nor liberal/progressive. They are always thuggish fascists when things go against their Utopian b/s.

Schadenfreude on July 2, 2014 at 12:53 PM

George Washington ran a business venture that produced bourbon (it wasn’t very good). I suspect he would be surprised that by running a harbinger of the modern corporation, Washington abrogated his constitutional rights.

Marcus Traianus on July 2, 2014 at 12:53 PM

That is so ironically funny seeing as how every time I go in to one I am about the only guy in the place.

cozmo on July 2, 2014 at 12:53 PM

If only irony and hypocrisy could kill…it w/b a better world.

Schadenfreude on July 2, 2014 at 12:54 PM

What’s Ungar’s view on labor unions: people or not people?

Bitter Clinger on July 2, 2014 at 12:55 PM

What’s Unger’s view on labor unions: people or not people?

Bitter Clinger on July 2, 2014 at 12:56 PM

The only explanation for the left’s refusal to understand the Court’s opinion in the Hobby Lobby case is that they are totally insane and blinded by ideology, but then, haven’t they always been so?

HiJack on July 2, 2014 at 12:57 PM

If the Founding Fathers are spinning in their graves, it’s because of the actions of King Barack the Magnificent.

GarandFan on July 2, 2014 at 12:58 PM

The poor slut is fluked up.

Schadenfreude on July 2, 2014 at 12:44 PM

Alas, the perfect result of a lifetime of exposure to leftist indoctrination without the involvement of wise and responsible parental guidance correcting the deficiencies created by leftism.

The indoctrination has been occurring for so long even many parents now are in dire need of corrective guidance.

hawkeye54 on July 2, 2014 at 12:58 PM

So why does it strike so many people as beyond the realm of credibility that these corporate owners would have rights, including freedoms of religion, speech and all the rest? It’s possible, I suppose, that some of us have developed such an inherent mentality of entitlement that we assume that we are owed a job, and once gaining employment, that we should be able to dictate how the “faceless piece of paper in the drawer” treats us without concern for the sensibilities of those who filed the paper originally.

But that really doesn’t make sense. It’s yet another example why these various and sundry federal mandates, handed down from on high to the segment of the nation who didn’t build that simply fly in the face of what we all expect as our hope for and share of the American dream. A corporation may be a piece of paper, but it’s only a de facto invitation to business leaders to pay taxes. And the business leaders in that equation are most certainly people.

It simply comes from those people who see nothing wrong with not only embracing fascism, state domination and state control over effectively everything to ensure ‘social justice’, ‘fairness’, ‘income equality’, and the equality of results over the equality of opportunity, but are working to enact that fascism over individual liberty and freedom.

To them, not only are the people subservient to the government (as opposed to the government subservient to the people), but the premise of ‘divide and conquer’ rules as multiple victim classes are told they need the government to ‘fix past wrongs’ done to those classes.

So many times, these same fascists complain about the Constitution as being a hindrance to their efforts to expand government and its control – even as they try to read and create new ‘rights’ for the victim classes between the lines of a paper they consider ‘obsolete’. This is just another time where the core Constitution has frustrated them – and their only recourse is to employ a ‘Big Lie’ to obfuscate and spin.

Athos on July 2, 2014 at 12:59 PM

Mind your business.

A phrase “coined” or minted a couple hundred years ago.

Electrongod on July 2, 2014 at 12:59 PM

To call Rick Ungar an imbecile, would genuinely be an insult to actual imbeciles. Rick has obviously never read any of the laws regarding corporation or ever formed a corporation of his own. The legal definition of a Corporation, is that it is an Artificial Person.

Artificial Person

A legal entity that is not a human being but for certain purposes is considered by virtue of statute to be a natural person.

A corporation is considered an artificial person for Service of Process.
West’s Encyclopedia of American Law, edition 2. Copyright 2008 The Gale Group, Inc. All rights reserved.
See also: corporation

Burton’s Legal Thesaurus, 4E. Copyright © 2007 by William C. Burton. Used with permission of The McGraw-Hill Companies, Inc.

ARTIFICIAL PERSON. In a figurative sense, a body of men or company are sometimes called an artificial person, because the law associates them as one, and gives them various powers possessed by natural persons. Corporations are such artificial persons. 1 Bouv. Inst. n. 177.

oscarwilde on July 2, 2014 at 1:04 PM

So why does it strike so many people as beyond the realm of credibility that these corporate owners would have rights, including freedoms of religion, speech and all the rest?

Maybe we should ask the business owners being persecuted for declining to make gay wedding cake or floral arrangements.

Truth be told, IMO, there is no “other side” of the Hobby Lobby decision. There is no case to be be made beyond that of religious freedom. The idea that a business owner should be compelled to act against their faith in order to satisfy the mandate of government is indefensible.

Happy Nomad on July 2, 2014 at 1:04 PM

He’s obviously conflating corporations for the people who run a corporation. People don’t lose their rights when they are acting within or as a corporate entity.

If corporations – that is people who own them – don’t have rights then I can walk into Office Depot and just take a computer. Walk out with it. And Office Depot, since it supposedly doesn’t have any rights, cannot have the police arrest me.

Nobody believes that.

SteveMG on July 2, 2014 at 1:06 PM

OT – ha-ha

Schadenfreude on July 2, 2014 at 1:06 PM

Without the legal fiction, would contracts involving corporations be enforceable?

malclave on July 2, 2014 at 1:07 PM

The poor slut is fluked up.

Schadenfreude on July 2, 2014 at 12:44 PM

There’s the old saying:

“You can lead a whore to culture but you can’t make her think.”

viking01 on July 2, 2014 at 1:07 PM

Concern trolling at its, well, take your pick…

The poor slut is fluked up.

Schadenfreude on July 2, 2014 at 12:44 PM

I can’t believe anybody still cares what she says.

formwiz on July 2, 2014 at 1:08 PM

Rick Ungar is a fukking idiot. Why Forbes gives the idiot a forum to spew his nonsense is beyond belief.

HumpBot Salvation on July 2, 2014 at 1:09 PM

it appears to have never occurred to them to directly address corporations when they wrote the Constitution

Perhaps because they saw the federal government as having practically no stake in that, whatsoever. The 9th and 10th Amendments are pretty clear that if the Constitution doesn’t mention it, then the federal government really shouldn’t be involved.

GWB on July 2, 2014 at 1:10 PM

If the Founding Fathers are spinning in their graves, it’s because of the actions of King Barack the Magnificent.

GarandFan on July 2, 2014 at 12:58 PM

Nonsense. If the Founding Fathers are spinning in their graves it is because the ground is a relatively constant temperature while climate change has resulted in fluctuation of the above-ground temps. The FFs are tossed around in the resulting turbulence. And, of course, it is Bush’s fault! ;0

Happy Nomad on July 2, 2014 at 1:11 PM

I had no idea that G. Washington and his various associates were so bullish on business.

Someone has no idea what bullish means.

corona79 on July 2, 2014 at 1:12 PM

Ungar himself puts forward the claim that corporations are, “a legal fiction created by government with no capacity to possess feelings, beliefs, emotions, etc. while existing solely as a piece of paper filed away in a drawer…”

Doesn’t that define government as well?

SouthernRoots on July 2, 2014 at 1:12 PM

Also in America – needs featuring

Schadenfreude on July 2, 2014 at 1:12 PM

I had a huge argument this morning with my husband (a lawyer, though not practicing in this area) about this. He insists that the corporate form is used mostly so the owners can escape personal liability for actions of the company. Therefore he thinks it is outrageous to allow the owners to also insist that they have personal conscience rights. The Greens did not HAVE to incorporate their business. They are hypocrites for wanting to claim that suddenly that distance from the company doesn’t exist. If they want the personal rights, in other words, they must also accept the personal liability and unincorporate their business. My sense is to agree with those who say that the Greens did not give up their inherent right to operate their business in accordance with their conscience just because they chose to incorporate it.

He supported the decision because he believes the government cannot provide exemptions for non profit corporations and then deny the same exemption to a for profit corporation. But he completely disagrees with the legal theory that Hobby Lobby as a coroporation, or its owners, have religious freedom rights. (He opposed the Citizens United decision on the same grounds.)

I would be intersted in others’ opinions of these views on corporations.

rockmom on July 2, 2014 at 1:12 PM

I think I have seen more stupidity come from the left when the Hobby Lobby decision was made then ever before.

Also, this whole thing put a HUGE spotlight on just how greedy the left can be.

DethMetalCookieMonst on July 2, 2014 at 1:12 PM

So why does it strike so many people as beyond the realm of credibility that these corporate owners would have rights, including freedoms of religion, speech and all the rest?

Because it allows someone to push back when they insist on imposing their tyranny. They hate freedom because it allows those who do not wish to be subject to their god of PC to tell them, in no uncertain terms, to go to he!!. And, if you allow “corporate personhood” then you expand the amount of pushback they can receive when they try to impose their fascism.

GWB on July 2, 2014 at 1:14 PM

it appears to have never occurred to them to directly address corporations when they wrote the Constitution

Perhaps because they saw the federal government as having practically no stake in that, whatsoever. The 9th and 10th Amendments are pretty clear that if the Constitution doesn’t mention it, then the federal government really shouldn’t be involved.

GWB on July 2, 2014 at 1:10 PM

Or, more likely, they didn’t address it for the same reason your toilet doesn’t come with operating instruction. By the time the United States Constitution was written, Corporate Law was so well established that addressing it in the constitution would have been a redundancy boarding on reducto absurdum.

oscarwilde on July 2, 2014 at 1:14 PM

Alas, the perfect result of a lifetime of exposure to leftist indoctrination without the involvement of wise and responsible parental guidance correcting the deficiencies created by leftism.

hawkeye54 on July 2, 2014 at 12:58 PM

Much of the problem with Monica is that her Leftist parents were thrilled she was being sexually exploited by Slick Clintoon.

It was practically as though her being boinked by the Fuehrer was honorable and eviable in their effed-up Lefty minds.

viking01 on July 2, 2014 at 1:14 PM

the same people railing against CU have no issues with unions having those same rights.
hell most of them never actually read CU and just vomit talking points.

dmacleo on July 2, 2014 at 1:15 PM

So why does it strike so many people as beyond the realm of credibility that these corporate owners would have rights, including freedoms of religion, speech and all the rest?

I think you’re ascribing too much thought to those donning sack cloth and wailing over the Hobby Lobby decision. They don’t respect any viewpoint that differs from their own. It is inconceivable to them that we all don’t agree that abortions fall within the realm of moral behavior.

Happy Nomad on July 2, 2014 at 1:16 PM

50 years ago when I was younger the word abortion was seldom bandied about and the practice was considered abhorrent, not to mention illegal. Now it seems to be a basic human right, setting aside the unfortunate fetus collection of cells.

50 years from now, if and when the debate is settled (as Dear Leader would say) and infanticide up to a certain age agreed upon by “ethicists” and other “experts” is part of the mandate, I imagine the progressives of that era will rail against any primitive religionists (if there are any yet) who dare claim that their beliefs forbid them from funding such a procedure.

I’m glad I won’t be around to see it but I do worry about the world my grandchildren will inhabit.

Drained Brain on July 2, 2014 at 1:17 PM

What difference does it make”

The land is invaded and diseases spread, while the brown shirts prohibit the congressman in Oklahoma to visit the illegal youth camp, and the doctors are forbidden to talk about the diseased.

God love America!

Schadenfreude on July 2, 2014 at 1:20 PM

oscarwilde on July 2, 2014 at 1:14 PM

That is a factor, as well. They don’t address a lot of common law within the Constitution, because, well, … it’s common. But, do notice they didn’t give much power to the federal government to control business in any meaningful way, except where it crosses state lines. Then they insisted that anything they didn’t cover was left to individuals and the states.

GWB on July 2, 2014 at 1:23 PM

Nobody believes that.

SteveMG on July 2, 2014 at 1:06 PM

Actually, a lot of people on the left believe that stealing from a corporation or destroying corporate property is a lesser crime. They don’t understand the line between the owner and the corp is what is fictional.

Wendya on July 2, 2014 at 1:23 PM

It is interesting to me that true believers in government . . .

“a legal fiction created by government the people with no capacity to possess feelings, beliefs, emotions, etc. while existing solely as a piece of paper filed away in a drawer…”

. . . are so quick to dismiss corporations as a “legal fiction.” None of the government true believers would say that government “has no capacity to possess feelings. beliefs, or emotions.”

It was just this kind of abuse of rights, both personal and corporate, that the government sort of “legal fiction” was design to contain.

rlyle on July 2, 2014 at 1:24 PM

I would be intersted in others’ opinions of these views on corporations.

rockmom on July 2, 2014 at 1:12 PM

Let me guess, rockdad was a criminal lawyer? The primary reason for the existence of corporations is so that contracts between different groups of individuals can be rendered enforceable.

This is why corporations are legally deemed Artificial Persons. So that groups of individuals can have the same legal protections and responsibilities as natural persons.

oscarwilde on July 2, 2014 at 1:25 PM

The real question is how does this ruling impact soccer in America?

Flange on July 2, 2014 at 1:26 PM

Dang, Jazz–you would’ve made a better arguement if’n you had at LEAST cited Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819).

But you didn’t.

Newtie and the Beauty on July 2, 2014 at 1:27 PM

I think I have seen more stupidity come from the left when the Hobby Lobby decision was made then ever before.

DethMetalCookieMonst on July 2, 2014 at 1:12 PM

We’ve been watching a mental meltdown. The left wasn’t prepared for the idea that religious freedom would trump forcing an employer to underwrite contraception.

Happy Nomad on July 2, 2014 at 1:27 PM

Doesn’t that define government as well?

SouthernRoots on July 2, 2014 at 1:12 PM

Correct.

The United States is a Corporation, and we are all employees of it, from birth.

nullrouted on July 2, 2014 at 1:29 PM

It is obvious why the left wants to claim that corporations are not the equivalent of people and that corporations have no rights.

Control. Power.

If corporations have no rights, the gov’t can do whatever it wants with the corporations without any recourse.

And, in today’s litigious world, the vast majority of businesses are incorporated, even small, not publicly traded businesses with a single owner. Yesteryear, that business would not be a corporation, just a “dba” (i.e., Joe Smith, doing business as “Smith & Sons auto Repair”).

So, the left would love to be able to March in and tell Joe Smith that he has no religious or first amendment rights in running his business because it is a corporation.

This is not about anything other than power or control.

As an aside, frankly, even though Hobby Lobby won, the decision erodes even further my faith in our legal system. The fact that 4 supreme court justices believe that a corporation has no rights is stunning in its failure to take the law seriously.

The 4 liberal justices have, for some time, dropped all pretense at following the law, or applying the law and now just decide shit on a whim and are pretty obnoxiously open about it. their decisions read like bad high-school essays, not supreme court decisions.

Monkeytoe on July 2, 2014 at 1:30 PM

The real question is how does this ruling impact soccer in America?

Flange on July 2, 2014 at 1:26 PM

Who cares? Team USA lost to Belgium which is pretty much the same as losing to France. We need to walk away from our national shame.

Happy Nomad on July 2, 2014 at 1:30 PM

We’ve been watching a mental meltdown. The left wasn’t prepared for the idea that religious freedom would trump forcing an employer to underwrite contraception.

Happy Nomad on July 2, 2014 at 1:27 PM

I still want an answer from the left as to why they are A-OK with my employer blocking my access to food by not buying me lunch every day.

nullrouted on July 2, 2014 at 1:31 PM

Does he realize that Forbes is owned by a corporation and he is arguing against their First Amendment right to publish his column?

Mark1971 on July 2, 2014 at 1:31 PM

It is interesting to me that true believers in government . . .

“a legal fiction created by government the people with no capacity to possess feelings, beliefs, emotions, etc. while existing solely as a piece of paper filed away in a drawer…”

. . . are so quick to dismiss corporations as a “legal fiction.” None of the government true believers would say that government “has no capacity to possess feelings. beliefs, or emotions.”

It was just this kind of abuse of rights, both personal and corporate, that the government sort of “legal fiction” was design to contain.

rlyle on July 2, 2014 at 1:24 PM

.
Well put.

listens2glenn on July 2, 2014 at 1:31 PM

I’m puzzled why Jazz Shaw is puzzled!

Alinsky RULE 12: Pick the target, freeze it, personalize it, and polarize it.

Corporations BAD!, profit BAD!, oil BAD!, pharmaceuticals BAD!, insurance companies BAD!. During the selling of Obamacare even doctors were BAD!

Government GOOD! Fight against the BAD! by supporting GOOD! government run by enlightened people who only have GOOD! motives and want only GOOD!for you. Follow me sheep, I will be a GOOD! shepherd and protect you from BAD!.

pilsener on July 2, 2014 at 1:33 PM

Corporate personhood has been recognised in one form or another in English common law for centuries and corporations have been deemed persons under the law (what is called a ‘legal fiction’) since 1819. In Trustees of Dartmouth College v Woodward, 17 U.S. (4 Wheat.) 518 (1819), the Court first recognised corporate personhood in American jurisprudence. The case arose when the president of Dartmouth College was deposed by its trustees, leading to the New Hampshire legislature attempting to force the College to become a public institution and thereby place the ability to appoint trustees in the hands of the governor. The Supreme Court upheld the sanctity of the original charter (from King George III) of the College, which pre-dated the creation of the State. The decision settled the nature of public versus private charters and resulted in the rise of the American business corporation. This case, rightly, recognised the right of people to form corporations to contract for them.

Next, Santa Clara County v Southern Pacific Railroad Company, 118 U.S. 394 (1886) was a United States Supreme Court case dealing with taxation of railroad properties. The case is most notable for the obiter dictum statement that corporations are entitled to protection under the Fourteenth Amendment. At the California Constitutional Convention of 1878-79, the state legislature drew up a new constitution that denied railroads ‘the right to deduct the amount of their debts [i.e., mortgages] from the taxable value of their property, a right which was given to individuals.’ Southern Pacific Railroad Company refused to pay taxes under these new changes. The taxpaying railroads challenged this law, based on a conflicting federal statute of 1866 which gave them privileges inconsistent with state taxation.

The decision was unanimous.

And, while people claim that Justice Harlan did not actually mean to confer 14th Amendment rights upon corporations in Santa Clara, two years later, the Court quite clearly confirmed the doctrine in Pembina Consolidated Silver Mining Co. v Pennsylvania, 125 U.S. 181 (1888). In Pembina, the Court held that, pursuant to the Dictionary Act, enacted in 1871, which instructed courts to apply to all federal statute definitions of certain common words (including ‘person,’ which included corporations) and basic rules of grammatical construction (such as the rule that plural words include the singular) ‘unless context indicates otherwise.’ The Court held that:

‘Under the designation of ‘person’ there is no doubt that a private corporation is included [in the Fourteenth Amendment]. Such corporations are merely associations of individuals united for a special purpose…’

Since 1888, the doctrine recognising the putative, albeit legal fiction of corporate personhood, has been reaffirmed on multiple occasions by the Supreme Court.

Through the Doctrine of Incorporation via the Fourteenth Amendment, the Bill of Rights protects the citizenry from state and local governments, as well as the Federal government. Because of Pembina, corporations have the same rights, for the plus part, under the Bill of Rights that individuals possess.

Does it make any sense that a corporation a/k/a a person under the law would not have Fifth Amendment protection against the unconstitutional and uncompensated taking of its property? Does anyone want to argue that corporations lack Fourth Amendment protections?

Corporations, like unions, avail themselves of the First Amendment rights of assembly, association, and the right to petition their government for the redress of grievances. Does anyone want to argue that The New York Times, a corporation, doesn’t have freedom of the press rights under the First Amendment? If corporations, unions, and The New York Times have the protections conferred by the first, third, fourth, fifth, and sixth clauses of the First Amendment, but, somehow, someway lack the right clearly stated in the second clause of the First Amendment?

I understand that the Left, at least as far as they are willing to even acknowledge the primacy of the Constitution can best be called ‘Cafeteria Constitutionalists.’ None would ever argue that the First, Fourth, Fifth, Sixth, Seventh, and Eight Amendments of the Bill of Right are individual, not collective rights. However, when it comes to the Second Amendment, the Left finds the one amendment of the Bill of Rights that is not based upon individual rights. They are, of course, quite wrong when the words of the Founding Fathers are, once again, reiterated, but their tendency to pick and choose which rights are individual or collective is further revealed with respect to corporations.

Unions are a form of corporation; yet, no Leftist worth his Che shirt would ever argue that they lack First Amendment rights; however, these same champions of liberty would prohibit another association of free-born individuals, the corporation, from being entitled to the exact same rights that those, who screamed ‘This is what democracy looks like!’ in Madison, Wisconsin, claimed for themselves – correctly.

Corporations Aren’t People, But Trees Are!

Resist We Much on July 2, 2014 at 1:34 PM

Another interesting point here about government — did any of you ever consider why you ‘owe’ X portion of the national debt? How would it be possible for one to owe a debt they’ve never agreed to? Simple, we’re all employees of the US Corporation.

In fact, our collective productive power (tax revenue) is the only reason government can still sell bonds.

nullrouted on July 2, 2014 at 1:35 PM

rockmom on July 2, 2014 at 1:12 PM

My questions would be who or what made the act of incorporating a way of avoiding personal liability?

Cindy Munford on July 2, 2014 at 1:36 PM

I had a huge argument this morning with my husband (a lawyer, though not practicing in this area) about this. He insists that the corporate form is used mostly so the owners can escape personal liability for actions of the company. Therefore he thinks it is outrageous to allow the owners to also insist that they have personal conscience rights. The Greens did not HAVE to incorporate their business. They are hypocrites for wanting to claim that suddenly that distance from the company doesn’t exist. If they want the personal rights, in other words, they must also accept the personal liability and unincorporate their business. My sense is to agree with those who say that the Greens did not give up their inherent right to operate their business in accordance with their conscience just because they chose to incorporate it.

He supported the decision because he believes the government cannot provide exemptions for non profit corporations and then deny the same exemption to a for profit corporation. But he completely disagrees with the legal theory that Hobby Lobby as a coroporation, or its owners, have religious freedom rights. (He opposed the Citizens United decision on the same grounds.)

I would be intersted in others’ opinions of these views on corporations.

rockmom on July 2, 2014 at 1:12 PM

I agree with your husband.

The US has, BTW, other forms of limited liability entities, including limited liability companies (relatively new), limited partnerships and trusts (Greens’ ownership interest in Hobby Lobby is actually held in a trust if you read the decision and the briefs). All those forms are primarily used to escape personal liability for the acts or failures of the entity. (There are ways to ‘pierce the corporate veil’ and attach personal liability but these are limited).

And Jazz, it’s not new that we have corporations, partnerships, etc. They’re the way US business has operated for a long, long time. Other countries have similar entities and operate similarly for the same personal liability-shielding reasons.

What is new is that the Supreme Court in the last few years has decided that these entities have rights based on the US Constitution, rather than based on the statutes which allow these entities to be established and operated. And that those rights are in addition to the personal US Constitutional rights of their owners.

jim56 on July 2, 2014 at 1:37 PM

This is why corporations are legally deemed Artificial Persons. So that groups of individuals can have the same legal protections and responsibilities as natural persons.

oscarwilde on July 2, 2014 at 1:25 PM

And so they can sue and be sued. If not, who would you sue when your GM vehicle blew up and hurt you? Would you have to name every single shareholder of GM individually?

the people freaking out have no understanding of the law (including, again, POTUS), they just emote from their clichéd belief that all corporations are evil and therefore anything that seems good for corporations must be bad.

but, the corporate form has produced more wealth for society than just about anything. tons of endeavors would never have happened absent the ability of people to form corporations.

It is very sad the ignorance of the masses.

Monkeytoe on July 2, 2014 at 1:37 PM

We need to walk away from our national shame.

Happy Nomad on July 2, 2014 at 1:30 PM

I don’t know about that, I think we need at least a dozen more soccer threads to discuss it.

Flange on July 2, 2014 at 1:39 PM

My questions would be who or what made the act of incorporating a way of avoiding personal liability?

Cindy Munford on July 2, 2014 at 1:36 PM

Probably the New York Times….

viking01 on July 2, 2014 at 1:40 PM

My questions would be who or what made the act of incorporating a way of avoiding personal liability?

Cindy Munford on July 2, 2014 at 1:36 PM

I don’t know, but whoever they were, they were genius.

If I sell you a phone for $50 a month, and you make $5000 a day in business with that phone, then one day that phone goes down and you lose some business — do you have the right to take $5000 out of my bank account for the failure of a $50 service I’ve provided? Nope.

nullrouted on July 2, 2014 at 1:40 PM

What is new is that the Supreme Court in the last few years has decided that these entities have rights based on the US Constitution, rather than based on the statutes which allow these entities to be established and operated. And that those rights are in addition to the personal US Constitutional rights of their owners.

jim56 on July 2, 2014 at 1:37 PM

1819 is recent?

oscarwilde on July 2, 2014 at 1:40 PM

rockmom on July 2, 2014 at 1:12 PM

My questions would be who or what made the act of incorporating a way of avoiding personal liability?

Cindy Munford on July 2, 2014 at 1:36 PM

Every state has a procedure to establish a corporation, partnership or limited liability company.

Resist We Must is correct. Corporations were known to have limited Constitutional rights before Citizens United and Hobby Lobby under some provisions of the Constitution.

jim56 on July 2, 2014 at 1:41 PM

All of you people talking about how corporations shouldn’t be able to avoid liability… lol.

nullrouted on July 2, 2014 at 1:43 PM

And to rockmom: Your lawyer husband claiming the Greens didn’t have to incorporate — that is some truly horrible legal advice.

nullrouted on July 2, 2014 at 1:44 PM

I don’t know, but whoever they were, they were genius.

If I sell you a phone for $50 a month, and you make $5000 a day in business with that phone, then one day that phone goes down and you lose some business — do you have the right to take $5000 out of my bank account for the failure of a $50 service I’ve provided? Nope.

nullrouted on July 2, 2014 at 1:40 PM

It’s not the initial establishment that makes money for the state.

It’s the annual fees, franchise taxes, etc. that makes the money. Delaware makes alot of money this way—most US corporations are incorporated there because the laws and courts are business-friendly and the court decisions related to the statutes are predictable and “conservative”.

Gotta go and do some work.

jim56 on July 2, 2014 at 1:45 PM

However, no matter how the 5-4 majority of Supreme Court Justices wish to parse it, the Court has, this very day, destroyed the true nature of the corporate entity—a legal fiction created by government with no capacity to possess feelings, beliefs, emotions, etc. while existing solely as a piece of paper filed away in a drawer in the Secretary of State’s office in each of our 50 states.

If you doubt that this is the reality of what a corporation was intended to be versus how today’s Supreme Court decision—coupled with their Citizens United ruling — has “morphed” the nature of an American corporation, I strongly suggest you take a look at the constraints on corporations in the time of the Founders of this nation and how the Founders themselves felt about the corporate entity.

A corporation is a legal entity to provide protection against stockholder liability and for some taxing advantages. Period. Nothing in that even suggests that once incorporated, owners lose basic liberties.

applebutter on July 2, 2014 at 1:49 PM

Gotta go and do some work.
jim56 on July 2, 2014 at 1:45 PM

MMFA and StinkProgress e-mails clogging your inbox again?

Newtie and the Beauty on July 2, 2014 at 1:50 PM

rockmom on July 2, 2014 at 1:12 PM

Nobody forced the New York Times to incorporate either. Does your husband think that NYT doesn’t have freedom of the press?

Mark1971 on July 2, 2014 at 1:52 PM

And to rockmom: Your lawyer husband claiming the Greens didn’t have to incorporate — that is some truly horrible legal advice.

nullrouted on July 2, 2014 at 1:44 PM

He isn’t a corporate or constitutional lawyer. As he himself often says, he knows just enough about the law to be dangerous. ;-)

I love debates like this. I really should have been a lawyer. But my doctor father hated lawyers and would not pay for me to go to law school. :-D

rockmom on July 2, 2014 at 1:52 PM

Milton Friedman: http://www.youtube.com/watch?v=YmqoCHR14n8
Still one of my favorites.

airupthere on July 2, 2014 at 1:53 PM

One would think spending that much time on your back would increase blood flow to the brain. I guess not.

CurtZHP on July 2, 2014 at 12:47 PM

Thread winner!

Ricard on July 2, 2014 at 1:54 PM

And that those rights are in addition to the personal US Constitutional rights of their owners.

jim56 on July 2, 2014 at 1:37 PM

No, those rights aren’t in addition, they are the same rights.

As the Federal Dictionary Act denotes quite clearly:

the words “person” and “whoever” include corporations, companies, associations, firms, partnerships, societies, and joint stock companies, as well as individuals;

The simple act of forming a partnership, or LLC, or corporation does not mean that those who are the owners, particularly as Alito said in his HL ruling, closely held corporations, lose their rights or protections as afforded by the US Constitution. They have the right to operate their business entity as they see fit without the state abrogating their rights via diktat.

However, for the fascists of the left, like Jim56, they prefer to vapidly argue that the formation of a business entity destroys one’s rights so that a fascist state can dictate to that entity how it has to operate regardless of the rights of the individuals who own that entity under the Constitution or the Religious Freedom Restoration Act.

Athos on July 2, 2014 at 1:56 PM

One thing I don’t understand from the ‘progressive’ mindset; if I go from employee to entrepreneur to being a Subchapter S corp., at what point do I lose my 1st amendment rights?

Ricard on July 2, 2014 at 1:57 PM

What is new is that the Supreme Court in the last few years has decided that these entities have rights based on the US Constitution, rather than based on the statutes which allow these entities to be established and operated. And that those rights are in addition to the personal US Constitutional rights of their owners.

jim56 on July 2, 2014 at 1:37 PM

If I form a partnership, does the partnership have constitutional rights? It is, after all, a group of actual people.

If I have a dba (i.e., I run a business called Joe’s Barbeque, but don’t incorporate), do I have constitutional rights? Or, because I am running a business, do I lose my constitutional rights?

Does a union have constitutional rights?

Does a not-for-profit (such as the ACLU)?

Do media corporations have constitutional rights (freedom of the press? the right not to give up an informant?).

Do PACs or political parties have the right to run ads by corporations do not? Why does one entity and not the other?

If you want to agree that no political party, PAC, not-for-profit, or union is allowed to engage in free speech – I’d probably agree to say the same thing for corporations. that seems a fair trade.

Something tells me though that lefties believe unions, the DNC, and liberal PACs should be allowed to run ads or otherwise engage in free speech.

Monkeytoe on July 2, 2014 at 1:58 PM

If I sell you a phone for $50 a month, and you make $5000 a day in business with that phone, then one day that phone goes down and you lose some business — do you have the right to take $5000 out of my bank account for the failure of a $50 service I’ve provided? Nope.

nullrouted on July 2, 2014 at 1:40 PM

You haven’t had your business screwed over by lackadaisical AT&T too?

viking01 on July 2, 2014 at 2:00 PM

Corporations were known to have limited Constitutional rights before Citizens United and Hobby Lobby under some provisions of the Constitution.

jim56 on July 2, 2014 at 1:41 PM

Cite us those decisions.

Constitutional rights have little meaning if you lose those rights the moment you join others in a group, which is essentially your argument.

Your argument is that if you form a partnership, limited liability company or corporation (whether for profit or not-for-profit), you lose any constitutional rights with regard to anything that partnership, limited liability company or corporation does.

So, in order to have constitutional rights, I cannot engage in business. Considering how litigious leftism has made us, and how lefty judges have made personal responsibility a thing of the past and instead allow people to sue others for their own poor decisions, it is nearly impossible to engage in business without some form of legal protection afforded by partnership, LLC, or incorporation. So, in order to engage in business, the left believes we must abandon our constitutional rights.

Scratch a leftist, find a fascist. True every time.

Monkeytoe on July 2, 2014 at 2:05 PM

One thing I don’t understand from the ‘progressive’ mindset; if I go from employee to entrepreneur to being a Subchapter S corp., at what point do I lose my 1st amendment rights?

Ricard on July 2, 2014 at 1:57 PM

Considering that the left’s newest crusade is to limit the 1st amendment altogether, I think they would be happy with taking those rights away from you right now.

If you aren’t worshipping the state, why would you want to speak anyway?

Monkeytoe on July 2, 2014 at 2:06 PM

Control. Power.

If corporations have no rights, the gov’t can do whatever it wants with the corporations without any recourse.

Monkeytoe on July 2, 2014 at 1:30 PM

Exactly.

shit on a whim

I think I had that in the chow hall in Basic…..

rockmom on July 2, 2014 at 1:12 PM

I agree with your husband.

jim56 on July 2, 2014 at 1:37 PM

Purely based on that, Rockdad should reconsider his opinion.

What is new is ….

jim56 on July 2, 2014 at 1:37 PM

Jim, meet RWM:

Corporate personhood has been recognised in one form or another in English common law for centuries and corporations have been deemed persons under the law (what is called a ‘legal fiction’) since 1819.

Resist We Much on July 2, 2014 at 1:34 PM

GWB on July 2, 2014 at 2:07 PM

Why is logic so damn difficult for some people?

And I may be using that word “people” a bit loosely, since it is hard to believe these beings without the skills to reason are of the same species. They are Eloi.

connertown on July 2, 2014 at 2:08 PM

As I posted on Monday, there’s this ‘Plain English’ analysis of the HL decision which makes the case as to why corporations have the same rights as individuals as it pertains to the HL case….

The Religious Freedom Restoration Act (RFRA) is a federal law that prohibits the government from imposing a substantial burden on someone’s ability to practice his religion unless that burden advances an important government interest and does so in the least restrictive way possible. The Court started by considering and rejecting the federal government’s argument that, because they are for-profit corporations, Hobby Lobby and Conestoga could not even rely on RFRA to challenge the mandate. That contention, the Court observed, would require the companies to choose between two unpalatable options: “either give up the right to seek judicial protection of their religious liberty or forgo the benefits, available to their competitors, of operating as corporations.”

Such a choice was not necessary, in the Court’s view, for several reasons. First, RFRA was intended to apply very broadly, and the purpose of protecting corporations is to protect the rights of the people associated with the corporation. Second, another federal law – the Dictionary Act – specifically includes “corporations” in its definition of “person,” and there is no reason to think that Congress intended anything else for RFRA. Third, and the government’s suggestion notwithstanding, for-profit corporations can indeed exercise religion: the government concedes that non-profit corporations do so, and for-profit corporations aren’t all that different – they can have goals other than making money and in fact do “support a wide variety of charitable causes.” Here the Court dismissed the government’s argument that Congress wouldn’t have wanted RFRA to apply to for-profit corporations because it would be too hard for courts to figure out exactly what the religious beliefs of a corporation with lots of shareholders are. It would be relatively rare, the Court posited, for a large publicly traded company like IBM to rely on RFRA in the first place, but – in any event – that is not a problem for the companies in this case, which are “each owned and controlled by members of a single family” whose sincere religious beliefs have never been questioned.

Athos on July 2, 2014 at 2:09 PM

My questions would be who or what made the act of incorporating a way of avoiding personal liability?

Cindy Munford

To say that the corporate form allows owners to “avoid personal liability” isn’t exactly correct in its description of the interaction between a corporation and its shareholders.

Corporations are, indeed, treated as persons separate and distinct from their shareholders, with the result that corporations can enter into contracts (and be sued for the breach of the same) separate and distinct from the shareholders.

Take the example of the corporation sued for breach of contract. Given the corporation is the party to the contract (not the shareholders), the only “person” who can (and should) take the hit if the corporation loses its case is the corporation. Which is what happens – only the assets of the corporation are subject to the judgment against the corporation. What the corporate form does is limit the “owner’s” liability to the value of his stock in the company – without more, all the stockholder can lose is the full value of his stock.

That doesn’t mean the shareholder avoids all loss. If the corporation is bankrupted by a judgment, the stock of the corporation’s shareholders becomes worthless – the owners have, indeed, taken a hit, it’s just that their hit is limited to the value of their stock.

There are other aspects where the whole idea of corporate protection for shareholders is overstated. For example:

* More often than not, shareholders of “mom & pop” type corporations will be obliged to personally guarantee loans, accounts, etc. – especially when dealing with “big” lenders, vendors, etc.

* In many tort cases which name a corporation as a defendant, being a shareholder offers little to no protection. Examples:

The real estate agent who gives inaccurate information to a prospective purchaser will be sued along with the agent’s corporate broker. Why? Because the inaccurate information came from the mouth of the agent.

The doctor or lawyer who commits malpractice is not protected by the Professional Association (professional corporation) he set up. The injured party will sue the P.A. and the doctor/lawyer.

Because a corporation is treated as a person separate from its stockholders, a claim against a corporation can only be collected from assets owned by the corporation.

BD57 on July 2, 2014 at 2:18 PM

I had a friend ask this question.
IRT the baker who was sued because they
would not make a wedding cake for a
homosexual couple …
if the baker incorporated themselves,
as in a closely held corp.
and said it was against their religious beliefs to do so.
would that allow them do so?

I said that the SC ruling mentioned that.
you still could not “discriminate” against customers
so you would have to provide services for anyone
willing to pay.

conservative tarheel on July 2, 2014 at 2:25 PM

this reminds me of something that happened in
Key West Fla. years ago.
this was when AIDS was just breaking news.
I had a T shirt made that read: “AIDS a miracle disease
that turns a fruit into a vegetable.”

a restaurant told me that they reserved the right to refuse
service for any reason.
based upon recent court actions, I could
sue the snot out of them.

conservative tarheel on July 2, 2014 at 2:29 PM

I said that the SC ruling mentioned that. you still could not “discriminate” against customers so you would have to provide services for anyone willing to pay.
conservative tarheel on July 2, 2014 at 2:25 PM

Yet, businesses have the RIGHT to refuse service. Just ask any bar owner.

Whoever decided against the bakery decided stupidly.

Newtie and the Beauty on July 2, 2014 at 2:30 PM

a restaurant told me that they reserved the right to refuse service for any reason. based upon recent court actions, I could sue the snot out of them.
conservative tarheel on July 2, 2014 at 2:29 PM

Um…no you couldn’t. You could be served elsewhere. Key West has many restaurants.

Newtie and the Beauty on July 2, 2014 at 2:31 PM

I agree with your husband.

Well, both you and rockdad are leaving out of your assessment, that the government itself argued that a corporation has a race. How do you figure a legal fiction can have a race, but not a religious conscience?

And that those rights are in addition to the personal US Constitutional rights of their owners.

jim56 on July 2, 2014 at 1:37 PM

Not “in addition”. That is a fallacy. The issue here is that the rights of the corporation are the rights of its owners, not a supplement.

The Schaef on July 2, 2014 at 2:37 PM

jim56 on July 2, 2014 at 1:37 PM

Not “in addition”. That is a fallacy. The issue here is that the rights of the corporation are the rights of its owners, not a supplement.

The Schaef on July 2, 2014 at 2:37 PM

Jim56 ran away when he realized that RWM had made a fool out of him. He won’t be back until he thinks this thread has been abandoned.

oscarwilde on July 2, 2014 at 2:40 PM

Jim56 ran away when he realized that RWM had made a fool out of him. He won’t be back until he thinks this thread has been abandoned.
oscarwilde on July 2, 2014 at 2:40 PM

Funny how that happens, isn’t it ;-)

Newtie and the Beauty on July 2, 2014 at 2:43 PM

Jim, meet RWM:

Corporate personhood has been recognised in one form or another in English common law for centuries and corporations have been deemed persons under the law (what is called a ‘legal fiction’) since 1819.

Resist We Much on July 2, 2014 at 1:34 PM

GWB on July 2, 2014 at 2:07 PM

All the 1819 case did, in essence, was to recognize that the charter granted was a private contract that could not be overriden by the state without violating the US Constitution, absent certain irrelevant things.

It said nothing about what rights the entity had against others.

http://www.law.cornell.edu/supremecourt/text/17/518

jim56 on July 2, 2014 at 2:43 PM

Jim56 ran away when he realized that RWM had made a fool out of him. He won’t be back until he thinks this thread has been abandoned.

oscarwilde on July 2, 2014 at 2:40 PM

Jim56 ran away when he realized that RWM had made a fool out of him. He won’t be back until he thinks this thread has been abandoned.
oscarwilde on July 2, 2014 at 2:40 PM

Funny how that happens, isn’t it ;-)

Newtie and the Beauty on July 2, 2014 at 2:43 PM

Hmm, somebody write too quickly?

The whole Constitutional argument requires a bunch more proof and research. I don’t have the time today.

jim56 on July 2, 2014 at 2:46 PM

As the Federal Dictionary Act denotes quite clearly:
the words “person” and “whoever” include corporations, companies, associations, firms, partnerships, societies, and joint stock companies, as well as individuals;

The simple act of forming a partnership, or LLC, or corporation does not mean that those who are the owners, particularly as Alito said in his HL ruling, closely held corporations, lose their rights or protections as afforded by the US Constitution. They have the right to operate their business entity as they see fit without the state abrogating their rights via diktat.

However, for the fascists of the left, like Jim56, they prefer to vapidly argue that the formation of a business entity destroys one’s rights so that a fascist state can dictate to that entity how it has to operate regardless of the rights of the individuals who own that entity under the Constitution or the Religious Freedom Restoration Act.

Athos on July 2, 2014 at 1:56 PM

Uum, the Federal Dictionary Act applies to acts of Congress, not the US Constitution. Please go look at the language at the top of your link.

jim56 on July 2, 2014 at 2:49 PM

Uum, the Federal Dictionary Act applies to acts of Congress, not the US Constitution. Please go look at the language at the top of your link.

jim56 on July 2, 2014 at 2:49 PM

And you are one vapid fascist struggling to justify your support of fascism.

Core to Hobby Lobby was the Religious Freedom Restoration Act, an act of Congress that defines corporations as having the same rights as people – and was passed to strengthen the protections afforded by the 1st Amendment regarding freedom of religion and making no laws to restrict the same. One can’t honestly argue HL without RFRA – but then you do. Speaks volumes.

What’s next, an argument that a HHS regulation written for the ACA is a regulation and not a law / Act of Congress and therefore the RFRA or the Dictionary Act doesn’t apply?

Athos on July 2, 2014 at 3:00 PM

jim56 on July 2, 2014 at 2:43 PM

You’re really not paying attention to what she’s saying.

GWB on July 2, 2014 at 3:03 PM

Hmm, somebody write too quickly?

The whole Constitutional argument requires a bunch more proof and research. I don’t have the time today.

jim56 on July 2, 2014 at 2:46 PM

Ah, it’s cute when ol jim56 thinks he knows something about the law.

HumpBot Salvation on July 2, 2014 at 3:06 PM

All the 1819 case did, in essence, was to recognize that the charter granted was a private contract that could not be overriden by the state without violating the US Constitution, absent certain irrelevant things.
It said nothing about what rights the entity had against others.
http://www.law.cornell.edu/supremecourt/text/17/518
jim56 on July 2, 2014 at 2:43 PM

Awww…always time to do it over, though…

You should really REALLY read what you post BEFORE you post it:

A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it either expressly or as incidental to its very existence. These are such as are supposed best calculated to effect the object for which it was created. Among the most important are immortality, and, if the expression may be allowed, individuality — properties by which a perpetual succession of many persons are considered as the same, and may act as a single individual. They enable a corporation to manage its own affairs and to hold property without the perplexing intricacies, the hazardous and endless necessity, of perpetual conveyances for the purpose of transmitting it from hand to hand…

The objects for which a corporation is created are universally such as the government wishes to promote. They are deemed beneficial to the country, and this benefit constitutes the consideration, and in most cases, the sole consideration of the grant. In most eleemosynary institutions, the object would be difficult, perhaps unattainable, without the aid of a charter of incorporation. Charitable or public-spirited individuals, desirous of making permanent appropriations for charitable or other useful purposes, find it impossible to effect their design securely and certainly without an incorporating act. They apply to the government, state their beneficent object, and offer to advance the money necessary for its accomplishment, [p638] provided the government will confer on the instrument which is to execute their designs the capacity to execute them. The proposition is considered and approved. The benefit to the public is considered as an ample compensation for the faculty it confers, and the corporation is created. If the advantages to the public constitute a full compensation for the faculty it gives, there can be no reason for exacting a further compensation by claiming a right to exercise over this artificial being, a power which changes its nature and touches the fund for the security and application of which it was created. There can be no reason for implying in a charter, given for a valuable consideration, a power which is not only not expressed, but is in direct contradiction to its express stipulations.

From the fact, then, that a charter of incorporation has been granted, nothing can be inferred which changes the character of the institution or transfers to the government any new power over it. The character of civil institutions does not grow out of their incorporation, but out of the manner in which they are formed and the objects for which they are created. The right to change them is not founded on their being incorporated, but on their being the instruments of government, created for its purposes. The same institutions, created for the same objects, though not incorporated, would be public institutions, and, of course, be controllable by the legislature. The incorporating act neither gives nor prevents this control. Neither, in reason, can the incorporating act [p639] change the character of a private eleemosynary institution…

And then there’s this:

A corporation is defined by Mr. Justice Blackstone (2 Bl.Com. 37) to be a franchise. It is, says he,

a franchise for a number of persons to be incorporated and exist as a body politic, with a power to maintain perpetual succession, and to do corporate acts, and each individual of such corporation is also said to have a franchise, or freedom.

(Emphasis mine)

Newtie and the Beauty on July 2, 2014 at 3:10 PM

Just remember that corporations can be one person (although LLC would be a better organisational structure). A sub-chapter S corporation can be a mom-n-pop petrol station or a couple of guys that open a pub. It can be a community group that raises money for charitable purposes, scholarships, or beautification and is a non-profit.

Mr and Mr Progressive (I’m gay friendly!), let’s say that you and your friends are successful in amending the Constitution and revoking putative personhood for corporations, which has been in the law in the United States since 1819. Great, you say! Well, let’s put your dream into practise and ‘Play Law!’…

Let’s assume that you and your partner, along with several friends from your days at Berkeley, decide to open a small organic cafe and garden. You all just know that it will be successful and you will be able to pay more in taxes and take whatever is left and ‘pay it forward’ because, I mean, really, do you seriously think that you need more than a 2 bedroom flat and a green-bus pass to be happy? At some point, you’ve made enough money and, besides, it would be ‘unfair’ for you to have a big home and a private car when not everyone else does.

One day, even though you are all meticulous in keeping the premises safe, clean, and green, a pipe breaks and one of your favourite customers, the CEO of a upstart tech company, falls and ruptures 3 disks in his back. As a result, he was unable to work for months and his business failed. If that wasn’t bad enough, his 76 year-old mum fell, too, and broke her hip, arm, and fractured her skull. She did emerge from her coma, but she is still in the hospital and will need, not only months of care in a rehabilitative centre, but around-the-clock care for the rest of her life.

Not long after the accident, you and your co-owners sit down to discuss the matter with your attorney (unfortunately, you didn’t hire me when I used to do corporate work. I considered myself to be a preventative physician and not a surgeon) and a few disturbing things came to light:

* Since corporations do not have personhood, the owners of the organic cafe and garden (yeah, that would be you…and you…and you…and you…and the rest of the Berkeley crew) will be named as defendants.

* Since you are ‘jointly and severally’ liable, any judgement or settlement will not necessarily be divided equally. In fact, it is possibly that Mr and Mr Progressive could be on the hook for the entire bill.

‘But, we have insurance!!!!’

True, you do, but there may be a few problems:

* Your General Liability policy puts a $1 million limit per event. You have two plaintiffs, who will almost certainly top $1 million each in damages, especially the mum.

* Your policy also requires that you keep the premises in good working order and repair in a reasonable time period any known defects that could foreseeably cause injury or damage.

* Two months before the pipe burst, there was a small leak. Mr and Mr Progressive, you were out-of-town at your Relive Woodstock retreat, but your co-owner Ms Peace Freelove was on duty. She called a plumber. The plumber told her that the entire plumbing system needed to be replaced ASAP. Because you two were out of town and the other owners wanted to wait until everyone was back before a decision was made on such a big-ticket expense, everyone agreed that Ms Freelove should just tell the plumber to patch the leak. The intent was to discuss the matter as a group and then call the plumber in immediately to get the job done.

* For whatever reason, the proper plumbing job was never done. You had prior knowledge of the likelihood that the pipe or pipes would burst. Any reasonable man could have foreseen that injury and damage would be the likely results.

* For those reasons, your insurance company has determined that you were in breach of the terms and conditions of your policy, which specified your responsibilities. As a result, it has denied your claim.

‘But, but, but, that’s not fair! That’s a big, bad meanie insurance corporation, er, company!’

So, you go to trial — and, remember, you guys have always been dead-set against tort reform and love punitive damages. Central casting couldn’t have provided two better plaintiffs. As for you and the rest of the defendants, central casting couldn’t have done a better job either….if it were casting a ‘Woodstock Forever!’ The experts were pitch-perfect. The multi-racial, multi-gendered jury returned with a verdict, for your formerly favourite customer, of $5 million for expenses and lost wages, $3.5 million for pain & suffering and loss of enjoyment (he had a really hot 21 year-old girlfriend). For his mum? Whoa, baby! $1.5 million for expenses and $2 million for pain & suffering; and $10 million in punitive damages…for a grand total of $22 million.

Yes, you’ll ask for a JNOV, which will almost certainly be set aside, and then appeal, but you’ll either wind up settling for something or filing bankruptcy. By the way, after the money tree was shaken, the only leaves that fell off had your names on them, Mr and Mr Progressive. The rest of your friends were broke…joint and several…joint and several, my dear.

So, you run along and destroy corporate personhood. The very idea may be enough of an enticement to lure me back from ‘Galt-land.’ Just to punish the bloody fvck out of you for your utter stupidity, I — and other lawyers like me — will sue your small business owner’s arse and take your business, your home, your wife’s engagement ring, the kiddies’ college funds, their piggy banks, their Buzz Lightyear underwear, and rock their entire Barbie World to its foundations in a way that even a Japanese earthquake and tsunami couldn’t do.

You don’t want corporate personhood? Great. We can go back to sole proprietorships and I’ll go back to work and be the biggest shyster of an ambulance chaser you’ve ever encountered…especially if you are a Progressive and were stupid enough to support this insanity.

MOST CORPORATIONS ARE NOT ALL WAL*MART, HALLIBURTON, EXXON, SHELL, GENERAL ELECTRIC, ETC.

Now, run along and put some ice on that…and stop hating on corporations. Many of them are small businesses.

Resist We Much on July 2, 2014 at 3:10 PM

Resist We Much on July 2, 2014 at 3:10 PM

To RWM: ^5!!

To jimbo: *snap*

Newtie and the Beauty on July 2, 2014 at 3:13 PM

So the ‘special privileges’ afforded to the MSM, but not immediatly given to Bloggers, should also be null n void?

I mean, since corporation aren’t people and all that rot…

BlaxPac on July 2, 2014 at 3:14 PM

Resist We Much on July 2, 2014 at 3:10 PM

Doh…. jim56′s great great great grandchildren (if he’s not gay) are going to inherit that bruise…

oscarwilde on July 2, 2014 at 3:21 PM

Resist We Much on July 2, 2014 at 3:10 PM

*clap*
*clap*
*clap*

GWB on July 2, 2014 at 3:21 PM

So the ‘special privileges’ afforded to the MSM, but not immediatly given to Bloggers, should also be null n void?
I mean, since corporation aren’t people and all that rot…
BlaxPac on July 2, 2014 at 3:14 PM

The whole video is worth while, Blax, but the vote to repeal the First Amendment happens about the 32.00 minute mark…

Newtie and the Beauty on July 2, 2014 at 3:26 PM

Yes, you’ll ask for a JNOV, which will almost certainly be denied,

FIFM

Resist We Much on July 2, 2014 at 3:30 PM

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