Corporate person as a legal entity allows a business to function independently from its owners. This gives a corporation the ability to engage in legal transactions, incur debt, and enjoy certain protections.

It also raising questions about the extent of its accountability and the rights of those who control it.

Corporations can own property, enter contracts, and sue or be sued as if they were individuals. This of course, leads to complex issues of accountability and responsibility.

So how can a corporation, which is a legal fiction entity, nothing more than a piece of paper, do anything?

A corporate person has no capacity to think, so how can there be meeting of the minds?

At first glance, it may seem counterintuitive that a corporation, as a “legal fiction” with no physical form or mind of its own, can engage in any activities.

Understanding Corporate Person as a Legal Entity

A corporate person is a legal entity. It’s an entity recognized by law as having its own legal identity distinct from its owners (shareholders), managers, or employees. And it’s treated as a “person” in legal terms… Not in the sense of having a physical body or consciousness, but as a way to organize its legal rights and obligations.

The law treats the corporation as though it were a person for the purpose of managing legal matters. This is similar to how a trust or a partnership is considered a “legal person” for legal purposes.

 A corporate person can act, contract, and enter into agreements because the law recognizes it as a separate legal person. The key point is that corporations don’t “act” or “think” on their own.

Instead, they act through individuals (human beings) who are empowered to represent the corporation.

How a Corporate Person Acts

Here’s how a corporate person can enter into contracts and have a meeting of the minds:

1. Agents of the Corporation

A corporation can only act through its agents—directors, officers, or employees who have been authorized by the corporation to make decisions on its behalf. For example, the CEO of a corporation might sign a contract for the sale of company property, or a manager might negotiate terms with a supplier.

2. Corporation’s “Meeting of the Minds”

A corporate person can have a “meeting of the minds” in the legal sense because the actions taken by its representatives reflect the collective will of the corporation.

In practice, this means that the directors or officers of the corporate person will agree on certain actions or decisions. Acting on behalf of the corporation, their decision-making process is seen as the corporation’s “will” or “intention.”

Example:
When corporate person enters into a business deal, the board of directors meet up and agree to enter into a contract with another party. This decision is communicated through authorized agents, such as the CEO, who signs the contract on behalf of the corporation.

The meeting of the minds is the agreement among the directors or officers, which is then represented in the contract.

3. The Corporation’s Bylaws and Authority

Corporations operate based on their charter (or articles of incorporation) and bylaws, which define who can represent the corporation and make decisions on its behalf.

The individuals authorized to act for the corporation are vested with the authority to make decisions and enter into contracts that bind the corporation. Their authorization to act is part of the legal structure that gives the corporation the ability to function like a “person.”

Corporations and “Meeting of the Minds”?

When we talk about a “meeting of the minds” in the context of a corporate person, it’s about the human representatives of the corporation (the people) aligning their intentions and agreeing on the terms of a contract.

Though the corporation itself doesn’t think, its agents (human beings) act on its behalf, and their collective decision represents the will or “mind” of the corporation.

How This Applies in Contract Law:

1. Offer and Acceptance: A corporation can make an offer (e.g., by having an agent issue a purchase order or enter into negotiations) and can accept offers (e.g., by having an authorized person sign a contract). The corporation is considered to have accepted the terms of a contract when its authorized agent signs it.

2. Intention and Consent: The corporation’s intention to be bound by the contract is reflected in the actions of its representatives. If they sign a contract, it is interpreted as the corporation’s agreement to the terms, even though the corporation itself has no physical mind or consciousness.

3. Agency Law: The principle of agency plays a central role in this. A corporation acts through its agents (employees, executives, directors, etc.), and these agents are authorized to make decisions and create legal obligations on behalf of the corporation. The meeting of the minds happens when the authorized agents of the corporation, having the proper authority, mutually agree on a contract.

Corporate Person as a Practical Tool

This “legal fiction,” is a useful legal tool allowing businesses to function in the real world. They can make decisions, and take actions that are legally binding.

It allows for the

  • separation of liability (i.e., protecting shareholders and officers from personal liability for corporate debts),
  • continuity (i.e., the corporation can continue to exist even as shareholders and managers change), and
  • practical governance (i.e., decisions can be made by a board of directors or executives).

Corporate Person In Summary:

While a corporate person itself doesn’t have a mind or consciousness, it can still “meet the minds” in a legal sense through the collective decision-making process of its human representatives.

These representatives (directors, officers, and employees) act on behalf of the corporation. And when they agree to enter into a contract, that agreement is treated as the corporation’s agreement.

So the corporation, as a legal person, has all the rights and obligations of an individual. This includes the capacity to enter into contracts and participate in legal matters.

“Meeting of the minds” in corporate contracts happens at the level of human agents, not the corporation itself.

The legal system recognizes the corporate person as having the capacity to be bound by those agreements.

No wonder people say that the law is an ass, and they all talk babble.