§ 121. Private Abstract Books and Records as privileged against Disclosure under Subpoena Duces Tecum. In a Georgia case it appears that certain county books and records had been lost, stolen or destroyed. In an effort to reconstruct them a subpoena duces tecum was served upon the secretary and treasurer of the "Land Title Warranty and Safe Deposit Company" for records of nearly like character to those that were missing, except that they were "largely abbreviated and made up of characters and other symbols of technical signification." Their examination was denied,20 the Court saying:

"These abstract books called for by the subpoena came into existence as the result of private enterprise and labor, and were afterwards purchased by this private corporation at great expense. They are its private property and are used by it in the conduct of its corporate business. They have never been published. Their contents are kept secret, except as disclosed, piecemeal, in furnishing to applicants therefor abstracts of title relating to specified parcels of real estate; and the furnishing of such abstracts is carried on as a business for pay and profit. The value of the books consists mainly in the secrecy of their contents. Were the information which they afford rendered accessible to the public by other means, the demand for it through the one source now available would be diminished, if not destroyed. The monopoly enjoyed by a closely sealed intelligence office would be broken and the losses inflicted by free competition would be instantly felt in the exchequer of the establishment. There can be no doubt that the corporation has a vital interest in maintaining the secrecy of these

26. Ex parte Calhoun (1891), 87 Ga. 359, 13 S. E. 694.

books as a repository of valuable information. And certainly its secretary is under a duty, both legal and moral, not to aid in killing the goose that lays the golden egg if he can help it. His claim of privilege is therefore as meritorious as if his own personal property were involved."

§ 122. Liability to Title Company for Fees— Participation of Attorney. Title searches and insurance are frequently applied for by attorneys acting in behalf of their clients. Sometimes these attorneys are given a percentage of the fees collected by the title company for bringing them the business. As the attorney thus acts as the agent of the applicant, he is not personally liable to the title company for their services. This general rule was applied where a law clerk signed another's name to an application at the insistence of the company," and where an attorney advised the company of his professional participation in an application signed by a corporate client.28 "When the principal is known the agent is not liable unless he has assumed a personal liability in clear and unmistakable language."

27. Title Guarantee & Trust Co. v. Levitt (1907), 121 N. Y. App. Div. 485, 106 N. Y. Supp. 147.

28. Title Guarantee & Trust Co. v. Sage (1911), 146 N. Y. App. Div. 578, 131 N. Y. Supp. 274.

CHAPTER XVII

Corporations Practicing Law

§ 123. Preliminary. As trust companies are vested with varied powers, some of them of a purely business nature and others of a purely trust or a quasitrust character, all having a direct relation to legal matters, there is often the entrance or attempted entrance into the field of professional service or the pursuit of those callings, where not only is personal status to be considered, but where also personal qualifications are within the police power. In both aspects of this question there is necessary to be considered the moral responsibility of individuals independently of any relation of principal and agent. As an artificial creature of the law cannot act save through agents, more in these things than other things are we to be mindful of the axiom that a corporation has no soul, nor may it control the souls of its agents. There may be liability adjudged against a corporation according to theory of right and justice, but this must arise out of the direct mandate of law or on the principle ex aequo et bono as founded on contract or in violation of the rights of another. It is a different thing, however, for it to attempt to impose an agency relation where trust and confidence or skill and experience may be demanded by an individual or by the state.

§ 124. A Corporation Not a Person So Far As Licensed Professions Are Concerned. The right to practice law or medicine, does not embrace a corporation. "While a corporation is in some sense a person, and for many purposes is so considered, yet it is not such a person as can be licensed to practice medicine." And, further, one licensed to practice either profession is "much more than an agent." As to an attorney at law it has been said: "He is an officer of the court, holding his commission in this state, from two of the members of this court, and subject to be disbarred by this court for what our statute calls 'mal-conduct in his office.' He is appointed to assist in the administration of justice, is required to take an oath of office and is privileged from arrest while attending courts." He also must be certified to as to his moral character.

Where a statute authorizes the formation of a corporation "for any lawful business," it is said: "This means a business lawful to all (persons) who wish to engage in it." But a corporation is not one of such persons, because "the practice of law is not a business. to all, but is a personal right, limited to a few persons of good moral character, with special qualifications ascertained and certified after a long course of study, both general and professional, and a thorough examination by a state board appointed for that purpose. It is not a lawful business except for members of the bar who have complied with all the conditions

*

1. State Electro-Medical Institute v. State (1905), 74 Neb. 40, 103 N. W. 1078, 12 A. & E. Ann. Cas. 673.

2. In re Bradwell (1869), 55 Ill. 535, 537. Affirmed 83 U. S. 130. 3. Matter of Co-operative Law Co. (1910), 198 N. Y. 479, 483, 92 N. E. 1532 L. R. A. (N. S.) 55,

required by statute and the rules of the courts. As these conditions cannot be performed by a corporation, it follows that the practice of law is not a lawful business for a corporation to engage in. As it cannot practice law directly, it cannot indirectly by employing competent lawyers to practice for it, as that would be an evasion which the law will not tolerate."

In this case it was also said that: "A corporation can neither practice law nor hire lawyers to carry on the business of practicing law for it any more than it can practice medicine or dentistry by hiring doctors or dentists to act for it," citing cases in the note.*

5

The words "any person" in a statute regarding the practice of dentistry do not embrace a corporation. It was said: "The company cannot be examined as to fitness, and therefore it cannot exhibit a license * * and to say that a corporate body cannot be examined in respect of qualifications to practice dentistry is only saying that the act necessarily contemplated natural persons only." Generally it may be said that wherever a statute requires persons to be licensed to carry on a business, corporations are not embraced."

It may be said then, that generally it is contrary to public policy that a corporation should be allowed to practice law.

§ 125. Statutes Regarding Practice of Law by Corporations. Although it generally has been held that a corporation can neither practice law nor

4. People v. Woodbury Dermatological Inst. (1908), 192 N. Y. 454, 85 N. E. 697; Hannon v. Siegel-Cooper Co. (1901), 167 N. Y. 244, 60 N. E. 597, 52 L. R. A. 429.

5. Com. ex. rel. v. Alba Dentist Co. (1904), 13 Pa. Dist. Rep. 432. 6. Crall v. Com. (1905), 103 Va. 855, 49 S. E. 1038; Standard Oil Co. v. Com. (1900), 107 Ky. 606, 55 S. W. 8.