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treating a corporation as having similar traits to human being is not without
difficulties, especially in connection with criminal liability and other areas of law
where intention is relevant. 5
Dewey argued that the conception of 'person' is a legal conception; roughly, the term
'person' signifies what the law makes it signify. 6 In technical legal terms, person
could be interpreted as a group of legal relations and not a human being, which is the
common definition normally found in ordinary literature and common speech. 7
Blumberg, on the other hand, argued that such a conclusion did not address all the
problems associated with corporate personality since legal theories are animate
concepts and are kept alive by judges in their judgments. 8 He also reasoned that
culture has an impact on the use of language, 9 hence the word „person‟ in reference
to a corporation may have started off as an analogy, but later it led to a connotation
of the characteristics of a person. 10
It has to be acknowledged that a corporation, despite having a status similar to a
human being, does not have capabilities similar to a human being. 11 A corporation
5 Michael J. Whincop An Economic and Jurisprudential Genealogy of Corporate Law (Ashgate
Dartmouth, 2001) at 49. See also the judgment of Buckley L.J. in Continental Tyre and Rubber Co
(G.B.) Ltd v Daimler Co [1915] 1 K.B. 893 at 916 The artificial legal person called the corporation
has no physical existence. It exists only in contemplation of law. It has neither body, parts, nor
passions. It cannot wear weapons nor serve in wars. It can neither be loyal nor disloyal. It cannot
compass treason. It can be neither friend nor enemy. Apart from its corporators it can have neither
thoughts, wishes nor intentions, for it has no mind other than minds of the corporators.
6 John Dewey “The Historical Background of Corporate Legal Personality” (1926) 35 Yale LJ 655 at
655.
7 Max Radin “The Endless Problem of Corporate Personality” (1932) Columbia LR 643 at 647.
8 Phillip Blumberg “The Corporate Entity in an era of Multi-National Corporation” (1990) 15
Delaware JCL 283 at 324 [Corporate Entity].
9 See article by Sanford A. Schane “The Corporation is a Person: The Language of a Legal Fiction”
[1987] 61 Tulane LR 563.
10 Blumberg “Corporate Entity” above n8 at 324.
11 John Farrar “Frankenstein Incorporated or Fools‟ Parliament? Revisiting the Concept of the
Corporation in Corporate Governance” (1998) 10 Bond LR 142 at 149-150 [Frankenstein].
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