Trade Union Liability: The Problem of the Unincorporated Corporation

A COMMERCIAL world that does most of its thinking in terms typifiedby the corporation and the partnership, the entity and the aggregate,the named and the nameless, the \u27state-created and the contractual, thelimitedly liable and the unlimitedly liable, the perpetual and the temporaryis likely to think strange the creatures that inhabit the noncommercialuniverse. For these non-commercial associations have atleast some of the attributes of the corporation. In practice the tradeunions, for instance, frequently make use of a common seal.\u27 In factthey have as perpetual an existence and as perpetual a succession ofinterests as the corporation. Actually they own property even thoughto do so they may have to employ trustees. And it cannot be deniedthat they make by-laws or private statutes for the better governmentof 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\u27s time\u27 orbefore. Yet these associations lack that first indicium of corporateness,a charter. They cannot, in most jurisdictions, be sued in their ownnames. And no court has yet suggested that theirs is a limited liability