Kentucky’s Earliest
Decision on Corporate Law?
In tracing back from the
current time certain aspects of Kentucky’s history of corporate laws, I decided
to jump backwards to find the earliest decision I could locate on substantive
corporate law. At least for now, that earliest
decision appears to be The Former Trustees
of Paris v. The Trustees of Paris, 3. Ky. Rep. (Hardin) 464 (Ky. 1808). Therein, the then current board of the City
of Paris brought an action in assumpsit
against the former trustees in connection with certain town records that the
former trustees retained. The Court of
Appeals held that an action in assumpsit
was insufficient. Rather:
For the delivery of those records
and papers specifically, some appropriate and compulsive remedy must be sought,
such as a bill in equity, a mandamus or (if they can be sufficiently described
and identified) an action in detinue.
Admittedly this may be best
characterized as a decision on appropriate remedies, but tellingly the Court
treated the records of the (municipal) corporation as property of the
corporation rather than of its prior board.
Ergo, the corporation had “its”
property, and those entitled to the possession of same were being denied that
right. That assumption goes to the root
of what is a corporation, namely a legal construct that may hold title to
property irrespective of alterations in its constituent ownership and
management.
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