The Definition Was Only Found in the Headnotes
In 1886, John Chandler Bancroft Davis (1822-1907), added commentary in the headnotes to the case of Santa Clara County v. Southern Pacific Railroad Company that defined a corporation as a legal person. Davis was the former president of the Newburgh & New York Railroad, and Reporter of the U.S. Supreme Court (in which capacity he authored the headnotes.) It could be said he had a conflict of interest. Contrary to popular belief, the court did not rule that corporations are persons: Davis simply added it in the headnotes (commentary) on his own, and subsequent courts have incorrectly based decisions since 1886 on the headnotes and not the case.
The Case Avoided Constitutional Judicial Review
Supreme Court Correspondence Uncovered:
Michael Kinder recently uncovered a letter from Supreme Court Chief Justice Morrison Remick Waite to court reporter J.C. Bancroft Davis informing Davis that it didn't really matter whether or not he included a comment about the arguments before the court that corporations were persons "as we avoided meeting the constitutional questions in the decision."
(Michael Kinder found this letter in the J.C. Bancroft Davis collection of personal papers in the National Archives in Washington, DC, where they had been sitting, unnoticed, for over a century.)
(Right: The letter from John Chandler Bancroft Davis to Waite asking if he got the comments. What follows is Waite's response. Davis writes, after quoting language stating that corporations are persons, "please let me know whether I correctly caught your comments and oblige [reply].")
(Below: In his reply to Davis, Waite writes: "I think your mem. in the California Rail Road tax cases expresses with sufficient accuracy what was said before the arguments began. I leave it with you to determine whether anything need be said about it in the report inasmuch as we avoided meeting the Constitutional question in the decision.")
(Below: Official photo of Supreme Court Chief Justice Morrison R. Waite, 1886, falsely accused by history of giving human rights to corporations. His response is to the right)
(Left: Delphin M. Delmas, the attorney who in 1882 successfully, singlehandedly, and pro bono argued before the California legislature to save the last remaining redwood trees in that state, and in 1886 made an eloquent and successful defense of "human rights for humans only" before the U.S. Supreme Court in 1885/1886 in the Santa Clara case.)
The Case Is Often Cited Incorrectly
This case is often incorrectly cited as holding that corporations, as juristic persons, are protected by the Fourteenth Amendment. Although the question of whether corporations were persons within the meaning of the Fourteenth Amendment had been argued in the lower courts and briefed for the Supreme Court, the Court did not base its decision on this issue. However, before oral argument took place, Chief Justice Morrison R. Waite announced: "The court does not wish to hear argument on the question whether the provision in the Fourteenth Amendment to the Constitution, which forbids a State to deny to any person within its jurisdiction the equal protection of the laws, applies to these corporations. We are all of the opinion that it does." This quotation was printed by the court reporter in the syllabus and case history above the opinion, but was not in the opinion itself. As such, it did not have any legal precedential value. Nonetheless, the persuasive value of Waite's statement did influence later courts. For these reasons, it is considered a turning point in the extension of constitutional rights to juristic persons.
Quoting from David Korten's The Post-Corporate World, Life After Capitalism (pp.185-6):
In 1886, . . . in the case of Santa Clara County v. Southern Pacific Railroad Company, the U.S. Supreme Court decided that a private corporation is a person and entitled to the legal rights and protections the Constitutions affords to any person. Because the Constitution makes no mention of corporations, it is a fairly clear case of the Court's taking it upon itself to rewrite the Constitution.
Far more remarkable, however, is that the doctrine of corporate personhood, which subsequently became a cornerstone of corporate law, was introduced into this 1886 decision without argument. According to the official case record, Supreme Court Justice Morrison Remick Waite simply pronounced before the beginning of arguement in the case of Santa Clara County v. Southern Pacific Railroad Company that
The court does not wish to hear argument on the question whether the provision in the Fourteenth Amendment to the Constitution, which forbids a State to deny to any person within its jurisdiction the equal protection of the laws, applies to these corporations. We are all of opinion that it does. The court reporter duly entered into the summary record of the Court's findings that
The defendant Corporations are persons within the intent of the clause in section 1 of the Fourteen Amendment to the Constitution of the United States, which forbids a State to deny to any person within its jurisdiction the equal protection of the laws. Thus it was that a two-sentence assertion by a single judge elevated corporations to the status of persons under the law, prepared the way for the rise of global corporate rule, and thereby changed the course of history.
The doctrine of corporate personhood creates an interesting legal contradiction. The corporation is owned by its shareholders and is therefore their property. If it is also a legal person, then it is a person owned by others and thus exists in a condition of slavery -- a status explicitly forbidden by the Thirteenth Amendment to the Constitution. So is a corporation a person illegally held in servitude by its shareholders? Or is it a person who enjoys the rights of personhood that take precedence over the presumed ownership rights of its shareholders? So far as I have been able to determine, this contradiction has not been directly addressed by the courts.
- Santa Clara County v. Southern P. R. Co., 118 U.S. 394 (U.S. 1886) (Lexis-Nexis summary)
- 118 U.S. 394 (1886) - According to the official court Syllabus in the United States Reports
- Thomas Van Flein. "Headnotes and the Course of History." The Alaska Bar Rag. May/June, 2003 (27 AK Bar Rag 2)
- Shepard's summary for 118 U.S. 394
- Hartmann, Thom Unequal Protection (2002)
Santa Clara County v. Southern Pacific Railroad. (2007, December 10). In Wikipedia, The Free Encyclopedia. Retrieved 03:20, February 8, 2008, from http://en.wikipedia.org/w/index.php?title=Santa_Clara_County_v._Southern_Pacific_Railroad&oldid=177083252
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