Trade Union Liability: The Problem of the Unincorporated Corporation

Abstract

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.