A person in law is any entity capable of holding rights and bearing duties. Not all beings are persons (animals generally are not), and not all persons are human beings (corporations are persons). Legal personality is the quality that law attributes to an entity, making it a subject of rights and obligations.
Legal Framework
| Element | Content |
|---|---|
| Definition (Salmond) | "A person is any being whom the law regards as capable of rights and duties" |
| Natural persons | Human beings personality begins at birth and ends at death |
| Legal (juristic) persons | Entities given personality by law corporations, institutions, idols, trusts |
| Central question | WHO or WHAT can hold rights and bear duties in a legal system? |
| Indian position | Constitution Art.12 defines "State"; Art.19/21 extends rights to "persons" (natural + certain legal) |
Natural Persons vs. Legal Persons
| Aspect | Natural Persons | Legal (Juristic) Persons |
|---|---|---|
| Existence | Physical (human body) | Legal fiction (created by law) |
| Beginning | Birth (in India; limited rights from conception) | Incorporation/creation by law |
| End | Death | Dissolution/winding up |
| Examples | Every human being | Companies, corporations, temples, trusts, municipalities |
| Physical acts | Can personally act, think, feel | Acts through agents/officers |
| Duration | Limited (one lifespan) | Can be perpetual (companies survive members' deaths) |
| Liability | Personal (imprisonment possible) | Usually only financial (cannot imprison a company) |
Status of Specific Entities
Lower Animals
| Question | Position |
|---|---|
| Are animals "persons"? | Generally NO cannot hold rights/bear duties in traditional sense |
| Protection | Protected by law (Prevention of Cruelty to Animals Act, 1960) but as OBJECTS of human duty, not as rights-holders |
| Modern development | Animal Welfare Board v. Nagaraja (2014): SC recognised "life" of animals deserving protection under Art.21 expanding concept towards animal "rights" |
| Theoretical position | Animals have no LEGAL personality (cannot sue, own property, enter contracts) but are protected through duties imposed on HUMANS |
Dead Persons
| Question | Position |
|---|---|
| Do dead persons have rights? | Legal personality ends at death, BUT law protects certain interests even after death |
| Protected interests | (1) Reputation defamation of dead person is wrong (limited protection). (2) Will testamentary wishes are enforced. (3) Body desecration is punishable. (4) Copyright survives 60 years after death. |
| Theoretical basis | Not "rights of dead persons" but DUTIES owed by living persons regarding the dead (Salmond's view) |
| Example | Executing A's will after A's death protects A's testamentary interest but the RIGHT is A's heirs'; the DUTY is on the executor |
Unborn Persons
| Question | Position |
|---|---|
| Does an unborn child have legal personality? | Not fully but law recognises contingent rights from conception |
| Rule | A child en ventre sa mère (in mother's womb) is treated as born for purposes beneficial to it, PROVIDED it is subsequently born alive |
| Indian law | S.13 TP Act: transfer for benefit of unborn person valid (subject to conditions). S.20 Hindu Succession Act: child in womb has same rights as living child |
| Criminal law | S.312-316 IPC/BNS: causing miscarriage is punishable protecting interest even before birth |
| Limitation | Unborn child cannot be a "person" for purposes of fundamental rights (until born alive) |
Corporations (Legal/Juristic Persons)
Purpose of Incorporation
| Purpose | Explanation |
|---|---|
| Separate legal entity | Company is distinct from its members can own property, sue, be sued in its OWN name |
| Perpetual succession | Company continues despite death/retirement of members |
| Limited liability | Members liable only to extent of their shares (not personal assets) |
| Transferability | Shares can be transferred without affecting company |
| Centralised management | Board of directors manages on behalf of all members |
| Capacity to sue/be sued | Company can enforce rights and bear liabilities as a "person" |
Theories of Corporate Personality
| Theory | Proponent | Content |
|---|---|---|
| Fiction theory | Savigny, Coke | Corporation is an ARTIFICIAL creation of law a fiction; has no real existence apart from law's grant |
| Realist/Organic theory | Gierke | Corporation is a REAL entity it has a real will, real personality, independent of its members |
| Concession theory | State-oriented | Corporation exists only because the STATE permits it personality is a privilege granted by sovereign |
| Bracket/Symbolist theory | Ihering | Corporation is merely a BRACKET around a group of individuals no independent personality; just a convenient label for collective rights |
| Purpose theory | Brinz | Corporation is not a "person" but a "fund" personality is a legal device to protect a PURPOSE (charitable trusts exist for their purpose, not as "persons") |
Illustrations
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Salomon's principle (separate personality in action): Aron Salomon ran a boot-making business. He incorporated it as "Salomon & Co. Ltd." he held 20,001 of 20,007 shares. The company failed. Creditors argued: "Salomon IS the company make him pay." House of Lords (Salomon v. Salomon, 1897): "The company is a separate person from Salomon. Its debts are ITS debts, not his." Even a one-man company has separate legal personality. This principle is the FOUNDATION of corporate law without it, limited liability and incorporation have no meaning.
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Unborn person's rights (contingent until birth): Father makes a will: "My house to my unborn grandchild." At the time of will, daughter is pregnant. Under S.13 TP Act: transfer to an unborn person is VALID if (a) there is a prior life interest (to someone alive at the date of transfer), and (b) the interest vests at birth or on majority. The unborn child's right is CONTINGENT it crystallises only upon live birth. If miscarriage occurs, the interest lapses. Law treats the unborn child as "existing" for beneficial purposes a legal FICTION that protects the child's interests.
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Dead persons have no rights (but society has duties): A dies. B publishes a book containing false and defamatory statements about A. Can A's family sue for defamation? In criminal law (BNS): no offence of defaming a dead person (dead person cannot suffer). In civil law: tort of defamation requires damage to plaintiff A cannot be a plaintiff (dead). BUT: if the defamation of A ALSO defames A's living family (imputations on the family line), the LIVING family members can sue for their OWN injury. The dead person has no "right" but the living have duties regarding reputation of the dead.
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Fiction theory vs Realist theory (practical difference): The government wants to prosecute a company for environmental pollution. Under Fiction theory: "The company is a fiction only HUMANS can commit crimes. Find the responsible director and prosecute HIM." Under Realist theory: "The company has its OWN will and acts through its OWN decisions. The COMPANY committed the crime (corporate criminal liability)." Indian law follows a middle path: S.11 BNS defines "person" to include "company or association" companies CAN be prosecuted. But imprisonment is impossible (companies can't go to jail) so fine is the only penalty for corporate offenders.
Recall Check
- What is the difference between a natural person and a legal person?
- What legal protection is afforded to an unborn child?
- Explain Salomon's principle and its significance to corporate personality.
Key Cases
Salomon v. Salomon & Co. (1897) Salomon-v-Salomon-1897 Issue: Whether a company incorporated under the Companies Act is a legal entity separate from its sole beneficial shareholder. Rule: Upon incorporation, the company becomes a separate legal person distinct from its members regardless of how many shares one person holds. Held: The company is not the agent or trustee of Salomon. Its debts are its own. Salomon is not personally liable for the company's debts merely because he owns virtually all shares. Separate personality is a consequence of valid incorporation.
Distinctions
| Aspect | Natural Person | Legal (Juristic) Person |
|---|---|---|
| Existence | Physical (birth to death) | Legal fiction (incorporation to dissolution) |
| Can hold rights | Yes (from birth) | Yes (from creation by law) |
| Can bear criminal liability | Yes (imprisonment + fine) | Limited (fine only; cannot be imprisoned) |
| Duration | One lifespan | Potentially perpetual |
| Acts through | Own will and body | Agents, directors, officers |
| Fundamental rights | Full (Art.14-32) | Limited (Art.14, 19(1)(g) but not Art.21 fully) |
| Examples | Every human | Companies, trusts, temples, municipalities, trade unions |
| Theory | Corporation is... | Created by... |
|---|---|---|
| Fiction theory | Artificial exists only because law says so | State/law grants personality |
| Realist theory | Real has genuine independent existence | Its own organic life |
| Concession theory | Privileged exists only by state permission | State concession |
| Purpose theory | Not a person but a purpose/fund | The purpose itself justifies protection |
Flashcards
Q: What is a "person" in jurisprudence? A: Any being or entity that law regards as capable of holding rights and bearing duties. Includes natural persons (humans) and legal persons (corporations, institutions).
Q: What is Salomon's principle? A: A company is a separate legal person distinct from its members. Its debts are its own members have limited liability only to extent of their shares.
Q: Do animals have legal personality? A: Generally no they cannot hold rights or bear duties. But they are protected through duties imposed on humans (Prevention of Cruelty to Animals Act). Some recent judgments expand protection toward recognising animal interests.
Q: What legal protection does an unborn child have? A: Contingent rights treated as "born" for beneficial purposes (inheritance, property transfer under S.13 TP Act), provided subsequently born alive. Criminal protection against miscarriage (S.312-316 IPC/BNS).
Q: What is the fiction theory of corporate personality? A: Corporation has no real existence it is an artificial creation of law (legal fiction). Personality is granted by the state; without legal recognition, no corporation exists.
Q: Do dead persons have rights? A: No legal personality ends at death. But law protects certain interests (reputation, testamentary wishes, bodily integrity) through duties imposed on the living.
Exam Scenario
"Legal personality is not a monopoly of human beings." Discuss the concept of legal personality with reference to corporations and unborn persons.
Concept: Legal personality is the capacity to hold rights and bear duties. It is NOT synonymous with being human it is a quality LAW ATTRIBUTES to entities the legal system wishes to recognise as subjects of rights. Law can extend personality beyond natural humans (to corporations) and even attribute limited personality to entities not yet existing (unborn children).
Corporations: (1) Salomon v. Salomon (1897) established that a company is a person DISTINCT from its shareholders. (2) A company can own property, enter contracts, sue and be sued, and even be criminally prosecuted (S.11 BNS). (3) It has PERPETUAL existence directors die, shareholders change, but the company continues. (4) This is a USEFUL fiction it enables limited liability (members' personal assets protected), efficient capital pooling (thousands of investors in one entity), and centralised management. (5) Theories differ on WHY corporations are persons: fiction theory (law creates them); realist theory (they have genuine organic existence); concession theory (state permits them).
Unborn persons: (1) S.13 Transfer of Property Act: property can be transferred for benefit of an unborn person (subject to prior life estate). (2) S.20 Hindu Succession Act: child in womb has same rights as living child at the time of father's death. (3) Criminal law protects the unborn (S.312-316 IPC/BNS: causing miscarriage punishable). (4) BUT: personality is CONTINGENT the child must be subsequently born ALIVE. If stillborn, rights lapse. This is a LIMITED legal personality not full, but sufficient for beneficial purposes.
Conclusion: Legal personality is a FUNCTIONAL concept law extends it wherever USEFUL for administering justice. Corporations need personality to operate commercially. Unborn children need limited personality to inherit property. Even idols (Hindu law: temple deity as juristic person) and rivers (Ganga, Yamuna Mohd. Salim v. State of Uttarakhand, 2017) have been granted personality. The concept is infinitely expandable personality goes wherever law's purposes require it.