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93 Dick. L. Rev. 23 (1988-1989)
The Modern Corporation Sole

handle is hein.journals/dlr93 and id is 33 raw text is: The Modern Corporation Sole James B. O'Hara* In 1894, Sir Frederick Pollock asked his American friend Oliver Wendell Holmes, Have you such a thing as a corpora- tion sole still about you? The future Justice replied, 'I don't know of any corporation sole.' I. Introduction Blackstone begins his treatment of corporations with the follow- ing classification: The first division of corporations is into aggregate and sole . . . . Corporations sole consist of one person only and his suc- cessors, in some particular station, who are incorporated by law, in order to give them some legal capacities and advantages, par- ticularly that of perpetuity, which in their natural persons they could not have had.2 He then proposes two conspicuous examples of corporations sole, one civil (the king is a sole corporation); the other, ecclesiastical (so is a bishop . . . and so is every parson and vicar).' In the period prior to the rise of the modern business corpora- tion and the legal evolution and development that accompanied it,4 the corporation sole was a fixture in every tier of English society. The corporation sole was as distant from the ordinary peasant and tradesman as the Crown, but as near as the parish clergy. A modern Holmes attempting a reply to a modern Pollock might initially be perplexed, since the usual sources of ready refer- ence suggest two contradictory conclusions. On the one hand, the * Director of Executive Graduate Programs in Management, Loyola College in Mary- land. A.B., St. Mary's Seminary and University (1957); S.T.B. Pontifical Gregorian Univer- sity, Rome (1959); S.T.L., Pontifical Gregorian University, Rome (1961). 1. 1 HOLMES-POLLOCK LETTERS 52-53 (M. Howe ed. 1941). 2. 1 W. BLACKSTONE, COMMENTARIES *469. In the literature, the terms Corporation Sole and Sole Corporation are interchangeable, but Corporation Sole is far more common. 3. Id. at *469. 4. The earliest corporations were all civil or ecclesiastical, rather than for business or profit. See generally Laski, The Early History of the Corporation in England, 30 HARV. L. REv. 561 (1917); Williston, History of the Law of Business Corporations Before 1800 (pts. I & II), 2 HARV. L. REV. 105, 149 (1888).

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