of a legal condition or obligation,
esp. one done contrary to a deed by an heir to an entail
ment.
contrectatae (kon-trek-tay-tee). [Latin "things meddled
with"] Scots law. Things that a person (such as a thief)
either improperly used or tampered with.
contrectatio (kon-trek-tay-shee-oh), n. [fro Latin con
trectare "to touch or handle"] Hist. The act of laying
hands on another's property with the intent oftaking,
misappropriating, or misusing it. -This term implied a
greater culpability than simply taking property without
the owner's permission and, under Roman law, was an
element of theft (furtum). PI. contrectationes (kon
trek-tay-shee-oh-neez).
contributing cause. See CAUSE (1).
contributing to the delinquency ofa minor. (1913) The
offense of an adult's engaging in conduct involving a
minor or in the presence ofa minor likely to result
in delinquent conduct. _ Examples include encourag
ing a minor to shoplift, enabling underage drinking,
and soliciting sex for money. Often shortened to con
tributing to delinquency. See JUVENILE DELINQUENCY.
Cf. IMPAIRING THE MORALS OF AMINOR. [Cases: Infants
~13.]
contributio lucri et damni (kon-tri-byoo-shee-oh
loo-krr et dam-m). [Latin] Scots law. Distribution of or

sharing in profit and loss. -The phrase referred to one
test for determining whether a partnership existed.
contribution. (14c) 1. The right that gives one ofseveral
persons who are liable on a common debt the ability to
recover proportionately from each of the others when
that one person discharges the debt for the benefit of all;
the right to demand that another who is jointly respon
sible for a third party's injury supply part of what is
required to compensate the third party. Also termed
right ofcontribution. [Cases: Contribution 1-6.]
2. One tortfeasor's right to collect from joint tortfea
sors when -and to the extent that -the tortfeasor
has paid more than his or her proportionate share
to the injured party, the shares being determined as
percentages of causal fault. [Cases: Contribution C:=
5-7.] 3. The actual payment by a joint tortfeasor of a
proportionate share of what is due. Cf. INDEMNITY. 4.
Maritime law. A share ofthe loss resulting from a ship's
sacrifice ofcargo, payable by each party whose property
was spared to the party whose property was sacrificed.
5. WAR CONTRIBUTION.
contribution agreement. See SUPPORT AGREEMENT.
contribution bar. Preclusion ofa defendant having con
tribution rights against other defendants, who have
settled their dispute with the plaintiff, from seeking
contribution from them. -The bar is usu. allowed in
exchange for a credit against any judgment the plain
tiff obtains against the nonsettling defendant. [Cases:
Contribution l~8.]
contribution clause. See COINSURANCE CLAUSE.
contributione facienda (kon-tri-byoo-shee-oh-nee fay
shee-en-d;)). [Latin "writ for making contribution]
Hist. A writ to compel a tenant in common to con
tribute to a fellow tenant who has paid more than the
tenant's share of a sum for which all the tenants are
liable.
"Contributione {acienda is a writ that lieth in case where
more are bound to one thing, & one is put to the whole
burden.... If tenents in comon or joynt, hold a mill (pro
indiviso) & equally take the profits therof, the mill falling to
decay, &one or more of them refusing to contribute toward
the reparation therof, the rest shall have this writ ...." John
Cowell, The Interpreter (1607).
contribution margin. The difference between a product's
selling price and its variable production costs. -The
contribution margin measures the amount of funds
available tor profit and payment of fixed costs.
contributory (bn-trib-y;>-tor-ee), adj. (15e) 1. Tending
to bring about a result. 2. (Of a pension fund) receiving
contributions from both the employer and the employ
ees. [Cases: Labor and Employment C:=-500.]
contributory, n. (ISe) 1. One who contributes or who has
a duty to contribute. 2. A contributing factor. 3. Rist. A
person who, as a result ofbeing or representing a past or
present member ofa corporation, is liable to contribute
to the corporation's debts upon its winding up.
contributory infringement. See INFRINGEMENT.
contributory negligence. See NEGLIGENCE. contributory-negligence doctrine. (1911) Torts. The
principle that completely bars a plaintiff's recovery if
the damage suffered is partly the plaintiffs own fault.
-Most states have abolished this doctrine and have
adopted instead a comparative-negligence analysis. See
FAULT; NEGLIGENCE. Cf. COMPARATIVE-NEGLIGENCE
DOCTRINE. [Cases: Negligence
contributory pension plan. See PENSION PLAN.
control, n. (16c) The direct or indirect power to govern
the management and policies of a person or entity,
whether through ownership of voting securities,
bv contract, or otherwise; the power or authority to
~anage, direct, or oversee <the principal exercised
control over the agent>.
superintending control. The general supervisory
control that a higher court in a jurisdiction has over
the administrative affairs of a lower court within that
jurisdiction. [Cases: Courts C:=-204.]
working control. The effective control ofa corporation
by a person or group who owns less than 50% of the
stock. [Cases: Corporations C:=-174.J
control, vb. (ISc) 1. To exercise power or influence over
<the judge controlled the proceedings>. 2. To regulate
or govern <by law, the budget office controls expen
ditures>. 3. To have a controlling interest in <the five
shareholders controlled the company>.
control group. (1937) The persons with authority to
make decisions on a corporation's behalf.
control-group test. (1969) A method of determining
whether the attorney-client privilege protects com
munications made by corporate employees, by provid
ing that those communications are protected only if
made by an employee who is a member of the group
with authority to direct the corporation's actions as
a result of that communication. -The U.S. Supreme
Court rejected the control-group test in Upjohn Co.
v. United States, 449 U.S. 383, 101 S.Ct. 677 (1981). Cf.
SUBJECT-MATTER TEST. [Cases: Privileged Communica
tions and Confidentiality C;::, 123.]
controlled company. See COMPANY.
controlled corporate groups. See CONTROLLED GROUP.
controlled corporation. See CORPORATION.
controlled debate. See DEBATE.
controlled foreign corporation. See CORPORATION.
controlled group. Tax. Two or more corporations whose
stock is substantially held by five or fewer persons.
The Internal Revenue Code subjects these entities
(such as parent-subsidiary or brother-sister groups)
to special rules for computing tax liability. IRC (26
USCA)  851(c)(3), 1S63(a). -Also termed controlled
corporate groups. [Cases: Internal Revenue G--:;) 3633,
3870-3880.]
controlled-securities-offering distribution. See securi
ties-offering distribution (l) under DISTRIBUTION.
controlled substance. (1970) Any type of drug whose
possession and use is regulated by law, including a

narcotic, a stimulant, or a hallucinogen. See DRUG.
[Cases: Controlled Substances 0=='9.]
controlled-substance act. (1970) A federal or state
statute that is designed to control the distribution, clas
sification, sale, and use ofcertain drugs. -Most states
have enacted these laws, which are usu. modeled on the
Uniform Controlled Substances Act. [Cases: Controlled
Substances
controlled time. See controlled debate under DEBATE.
controller. See COMPTROLLER.
controlling interest. See INTEREST (2).
controlling. person. See CONTROL PERSON.
controlling shareholder. See SHAREHOLDER.
control person. Securities. A person who has actual
control or Significant influence over the issuer ofsecu
rities, as by directing corporate policy. -'The control
person is subject to many of the same requirements
applicable to the sale ofsecurities by the issuer. Also
termed controlling person. [Cases: Securities Regulation
0=='35.15, 60.40.J
"[Tlhe question ofwho is a control person is highly factual
and is not dependent upon ownership of any specific
percentage. For example, it has been held that someone
owning eight percent of a company's stock was not a
control person ...." I Thomas Lee Hazen, The Law of
Securities Regulation  4.24, at 279 (3d ed. 1995).
control premium. See PREMIUM (3).
control stock. Stock belonging to a control person at
the time of a given transaction. -Also termed control
shares.
control test. See IRRESISTIBLE-IMPULSE TEST.
control theory. (1949) The theory that people will en
in criminal behavior unless certain personally
social controls (such as a strong investment in con
ventional, legitimate activities or a belief that criminal
behavior is morally wrong) are in place to prevent
them from doing so. Cf. ROUTINE-ACTIVITIES THEORY;
RATIONAL-CHOICE THEORY; STRAIN THEORY.
control-your-kid law. See PARENTAL-RESPONSIBILITY
STATUTE.
controver (kan-troh-var). Hist. A person who concocts
false news.
controversy. (14c) 1. A disagreement or a dispute, esp.
in public. 2. A justiciable dispute.
public controversy. A controversy involving issues
that are debated publicly and that have substantial
ramifications for persons other than those engaged
in it. - A participant in a public controversy may be
deemed a public figure for purposes of a defamation
suit arising from the controversy. See PUBLIC FIGURE.
[Cases: Libel and Slander (...--=-48(1).]
"The nature and extent of an individual's involvement in
a public controversy is determined by three factors: (1)
the extent to which participation in it is voluntary; (2) the
extent to which there is access to channels of effective
communication in order to counteract false statements;
and (3) the prominence of the role played in the public controversy." 50 Am. Jur. 2d Libel and Slander  75, at
390 (1995).
separable controversy. (1881) A claim that is separate
and independent from the other claims being asserted
in a suit. _ This term is most often associated with
the statute that permits an entire case to be removed
to federal court if one of the claims, being separate
and independent from the others, presents a federal
question that is within the jurisdiction ofthe federal
courts. 28 USCA  144l(c). [Cases: Removal ofCases
(;::::48-61.]
3. Constitutional law. A case that requires a definitive
determination of the law on the facts alleged for the
adjudication of an actual dispute, and not merely a
hypothetical, theoretical, or speculative legal issue.
Also termed (in senses 2 & 3) actual controversy. See
CASE-OR-CONTROVERSY REQUIREMENT. [Cases: Action
Federal Courts 0==' 12.1.]
"What is a 'case or controversy' that is justiciable in the
federal courts? The answer of Chief Justice Hughes is
classic if cryptic. He said: 'A controversy in this sense must
be one that is appropriate for judicial determination. A
justiciable controversy is thus distinguished from a differ
ence or dispute of a hypothetical character; from one that
is academic or moot. The controversy must be definite and
concrete, touching the legal relations of parties having
adverse legal interests. It must be a real and substantial
controversy admitting of specific relief through a decree
of a conclusive character, as distinguished from an opinion
adVising what the law would be upon a hypothetical state of
facts.' [Aetna Life Ins. Co. v. Haworth, 300 U.S. 227, 240-41,
57 S.Ct. 461,464 (1937) (Hughes, CJ.).] Unfortunately, this
definition, though often quoted, turns upon labels that
the Court had used in the past to describe cases before
it, and the labels themselves are 'elastiC, inconstant, and
imprecise.'" Charles Alan Wright, The Law ofFederal Courts
 12, at 60-61 (5th ed. 1994).
controvert (kon-tra-vart or kon-tra-v3rt), vb. (16c) To
dispute or contest; esp., to deny (as an allegation in
a pleading) or oppose in argument <the allegations
in Peck's pleadings were never adequately contro
verted>.
contubernium (kon-t[y]uu-bar-nee-am). [Latin] Roman
law. A marriage-like union between slaves . Contu
bernium was recognized in the United States. Before
slavery was abolished, only one Southern court gave a
marriage between slaves legal effect upon manumis
sion. See Girod v. Lewis, 6 Mart. (O.S.) 559, 559-60 (La.
1819). In 1825, the Louisiana legislature passed a law
expressly making such marriages invalid.
"No such thing as marriage among slaves was, or could be,
recognized by the law. As slaves were


marriages invalid.
"No such thing as marriage among slaves was, or could be,
recognized by the law. As slaves were wholly subject to the
disposal of their masters, no unions having the character of
permanence or sacredness could exist among them: such
a union, if it existed, would abridge the master's power
of absolute control. Among slaves there could only be
contubernium, cohabitation of the sexes for a longer or
shorter time, but no legal matrimonium." James Hadley,
Introduction to Roman Law 111 (1881).
"There was ... among slaves a permitted cohabita
tion called contubernium, but it brought with it no civil
ri9htS .... [C]ohabitation, ... in a state of slavery, was not
marriage, or evidence of marriage. It conferred no rights
upon the offspring, and created no legal disabilities on the
part of the father from forming a valid marriage, whenever

he became in a condition which would authorize him to
contract one." Adrienne D. Davis, The Private Law of Race
and Sex: An Antebellum Perspective, 51 Stan. l. Rev. 221,
245 (1999).
contumace capiendo. See DE CONTUMACE CAPIENDO.
contumacious conduct. See CONDUCT.
contumacy (kon-t[y]uu-mCl-see), n. (ISc) Contempt of
court; the refusal ofa person to follow a court's order
or direction. See CONTEMPT. [Cases: Contempt
1-26.] contumacious, adj.
contumax. Hist. 1. A person found to be in contempt of
court. 2. A person who is accused ofa crime but refuses
to appear and answer the charge.
contumelious (kon-t[yJoo-mee-lee-Cls), adj. Insolent,
abusive, spiteful, or humiliating.
contumely (kon-t[y]uu-md-Iee or bn-t[y]oo-mCl-Iee), n.
Insulting language or treatment; scornful rudeness.
contutor (bn-t[y]oo-tClr), n. [Latin] Roman law. A
coguardian of a ward . Appointment as a coguard
ian could be accomplished by testament or by court
order.
conubium (b-n[y]oo-bee-Clm), n. [fro Latin con "together"
+ nubere "to marry"] Roman law. 1. The legal capacity
to wed. 2. The collection of rights that accompany a
marriage between persons who have the capacity to
marry. -Also spelled connubium. -Also termed jus
connubii. See CONCUBINATUS; JUSTAE NUPTIAE.
"The word connubium denotes properly the right to inter
marry with Roman citizens; and hence to contract a Roman
marriage, according to the peculiar forms and with the
peculiar incidents and effects of marriage between Roman
citizens. Chief among these incidents or effects was the
patria potestas, or lifelong control of the father over his
children, which, as we shall soon see, was among the most
remarkable peculiarities ofthe Roman system. In general,
connubium embraces the peculiar rights of Roman citizens,
so far as they pertain to family relations." James Hadley,
Introduction to Roman Law 116 (1881).
conusance (kon-Yd-zClnts). Hist. 1. Cognizance; juris
diction . The word con usance is actually an archaic
form of cognizance. See COGNIZANCE (1); CLAIM OF
COGNIZANCE. 2. JUDICIAL NOTICE. 3. An acknowledg
ment (of a debt, act, or opposing claim) . Examples of
conusance include an acknowledgment in replevin that
the defendant took the sued-for goods, or an acknowl
edgment in a land transfer (by fine) that the grantee is
entitled to the land. See FINE (1).
conusant (kon-Yd-zdnt), adj. (Of a person) having cog
nizance or knowledge. See COGNIZA~CE.
conusee (kon-Yd-zee). See COGNIZEE.
conusor (kon-Yd-zdr or -zor). See COGNIZOR.
convene, vb. (ISc) 1. To call together; to cause to assemble.
2. Eccles. law. To summon to respond to an action. See
CONVENTIO (1).
"When the defendant was brought to answer, he was said
to be convened, which the canonists called conventio,
because the plaintiff and defendant met to contest." 1 John
Bouvier, Bouvier's Law Dictionary 668 (8th ed. 1914).
3. Civil law. To bring an action. convenience account. See ACCOUNT.
convening authority. Military law. An officer (usu. a
commanding officer) with the power to convene, or
who has convened, a court-martial. [Cases: Military
Justice 1380.]
convening order. Military law. An instrument that
creates a court-martial. _ 'fhe convening order speci
fies (1) the type ofcourt-martial and its time and place,
(2) the names of the members and the trial and defense
counsel, (3) the name of the military judge, if one has
been detailed, and (4) if necessary, the authority by
which the court-martial has been convened. [Cases:
Military Justice C:~'879.1.1
conventicle (bn-ven-tCl-bl). [fro Latin conventiculum
"small assembly"] 1. An assembly of a clandestine
or unlawful character. 2. An assembly for religious
worship; esp., a secret meeting for worship not sanc
tioned by law. 3. A place where such meetings are
held.
conventio (kdn-ven-shee-oh). [ff. Latin convenire "to
come together"] 1. Eccles. law. The act of convening
the parties to an action by summoning the defendant.
2. Hist. An agreement or convention; an agreement
between two or more persons respecting a legal relation
between them. See CONVENTION (1).
"Conventio is a word much used both in Ancient and
Modern Lawpleadings, for an Agreement or Covenant."
Thomas Blount, Nomo-Lexicon: A Law-Dictionary(1670).
convention. (ISc) 1. An agreement or compact, esp.
one among nations; a multilateral treaty <the Geneva
Convention>. See TREATY. [Cases: Treaties 2. A
special deliberative assembly elected for the purpose of
framing, revising, or amending a constitution. -Also
termed constitutional convention. See CONSTITUTION
(1). [Cases: Constitutional Law 535.] 3. An
assembly or meeting ofmembers belonging to an orga
nization or having a common objective <an ABA con
vention>. -Also termed conference. 4. Parliamentary
law. A deliberative assembly that consists of delegates
elected or appointed from subordinate or constituent
organizations within a state or national organization,
or elected directly from the organization's member
ship or from defined geographic or other constituen
cies into which the membership is grouped, and that
usu. exercises the organization's highest policymak
ing authority <a national political convention>.
Also termed assembly; congress; convocation; delegate
assembly; general assembly. See HOUSE OF DELEGATES.
5. Parliamentary law. A session ofa convention (sense
4), consisting ofa series ofconsecutive meetings sepa
rated by short recesses or adjournments, often during
a convention (sense 3) that includes educational and
social programs for the benefit ofdelegates and other
members. 6. A generally accepted rule or practice;
usage or custom <the court dispensed with the con
vention ofhaving counsel approach the bench>.
conventional, 	 adj. 1. Customary; orthodox; tradi
tional <conventional motion practice>. 2. Depending
on, or arising from, the agreement ofthe parties, as

distinguished from something arising by law <conven
tional subrogation>. 3. Arising by treaty or convention
<conventional international law>.
conventional custom. See CUSTOM.
conventional interest. See INTEREST (3).
conventionalism. (1837) A jurisprudential conception of
legal practice and tradition holding that law is a matter
of respecting and enforcing legal and social rules.
"Conventionalism makes two postinterpretive, directive
claims. The first is positive: that judges must respect the
established legal conventions of their community except
in rare circumstances, It insists, in other words, that they
must treat as law what convention stipulates as law. Since
convention in Britain establishes that acts of Parliament
are law, a British judge must enforce even acts of Parlia
ment he considers unfair or unwise, This positive part of
conventionalism most plainly corresponds to the popular
slogan that judges should follow the law and not make new
law in its place. The second claim, which is at least equally
important, is negative_ It declares that there is no law no
right flowing from past political decisions -apart from
the law drawn from those decisions by techniques that are
themselves matters of convention, and therefore that on
some issues there is no law either way." Ronald Dworkin,
Law's Empire 116 (1986),
conventionallaw. (17c) A rule or system ofrules agreed
on by persons for the regulation oftheir conduct toward
one another; law constituted by agreement as having
the force of special law between the parties, by either
supplementing or replacing the general law ofthe land,
 The most important example is conventional inter
national law, but there are many lesser examples such
as rules and regulations of a country club or profes
sional association, or the rules of golf, basketball, or
any other game. -Also termed (in international law)
treaty-made law; treaty-created law; treaty law. See
CONVENTION (1).
conventional lien. See LIEN.
conventional loan. See conventional mortgage under
MORTGAGE.
conventional mortgage. See MORTGAGE.
conventional obligation. See OBLIGATION.
conventional remission. See REMISSION.
conventional sequestration. See SEQlJESTRATION.
conventional servitude, See SERVITlJDE (2).
conventional subrogation. See SUBROGATION.
Convention application. See PATENT APPLICATION.
conventione (bn-ven-shee-oh-nee). [Latin] Rist. A
writ for the breach of a written covenant . This writ
was often used when parties wished to convey land by
fine. Also termed writ ofcovenant. See FINE (1).
Convention for the European Patent for the Common
Market. See COMMUNITY PATENT CONVENTION.
Convention for the Protection ofPerformers, Produc
ers ofPhonograms, and Broadcasting Organizations.
See ROME CONVENTION ON RELATED RIGHTS.
Convention for the Protection of Producers ofPhono
grams Against Unauthorized Duplication of Their Phonograms. See GENEVA PHONOGRAMS CONVEN
TION.
Convention on the Grant of European Patent. See
EUROPEAN PATENT CONVENTION.
Convention Relating to the Distribution of Program
Carrying Signals Transmitted by Satellite. See
BRUSSELS SATELLITE CONVENTION.
conventus (km-ven-t<ls), n. [Latin] 1. An assembly .
Conventus magnatum vel procerum ("the assembly of
the nobles") was an ancient name for Parliament. 2.
CONVENTUS JURIDICUS. PL conventus.
conventus juridicus (bn-ven-t<ls juu-rid-i-bs). [Latin
"judicial assembly"] Roman law. A court session held
by a provincial governor in the leading cities of the
province. Sometimes shortened to conventus.
converse-Erie doctrine. See REVERSE-ERIE DOCTRINE.
conversion, n. (I4c) 1. The act of changing from one form
to another; the process ofbeing exchanged.
equitable conversion. A change in the nature of
property so that real property is treated as personal
property, or vice versa, in certain circumstances.
Equitable conversion is based on the maxim that
equity regards as done that which ought to be done.
The most common situation involves transferring real
property as the parties to a contract intended before
the seller experienced a change in circumstances,
such as marriage or death, that could affect the prop
erty's ownership. When a contract is made, the buyer
acquires equitable title to the property, and the seller
retains legal title. But the seller's interest is treated as
one in personal property rather than in real property
because the seller's true interest is in the proceeds
(usu. personal property such as cash); the legal title
is security for the buyer's payment. Courts usu. apply
the doctrine ofequitable conversion to recognize the
transfer ofequitable title, including the right of pos
session, to the buyer when the contract was signed.
The buyer then acquires legal title by performing
under the contract. [Cases: Conversion (;=>1.]
forced conversion. The conversion of a convertible
security, after a call for redemption, when the value
of the security that it may be converted to is greater
than the amount that will be received ifthe holder
permits the security to be redeemed.
2. Tort & criminal law. The wrongful possession or dis
position of another's property as if it were one's own;
an act or series of acts of willful interference, without
lawful justification, with an item of property in a
manner inconsistent with another's right, whereby that
other person is deprived of the use and possession of
the property. [Cases: Trover and Conversion
convert, vb. conversionary, adj.
"There are three distinct methods by which one man may
deprive another of his property, and so be guilty of a con
version and liable in an action for trover (l) by wrongly
taking it, (2) by wrongly detaining it, and (3) by wrongly
disposing of it. The term conversion was originally limited
to the third of these cases. To convert goods meant to
dispose of them, or make away with them, to deal with

382 conversionary act
them, in such a way that neither owner nor wrongdoer had
any further possession of them: for example, by consum
ing them, or by destroying them, or by selling them, or
otherwise delivering them to some third person. Merely
to take another's goods, however wrongfully, was not to
convert them. Merely to det


to some third person. Merely
to take another's goods, however wrongfully, was not to
convert them. Merely to detain them in defiance of the
owner's title was not to convert them. The fact that con
version in its modern sense includes instances of all three
modes in which a man may be wrongfully deprived of his
goods, and not of one mode only, is the outcome of a
process of historical development whereby, by means of
legal fictions and other devices, the action of trover was
enabled to extend its limits and appropriate the territories
that rightly belonged to other and earlier forms of action."
R.F.V. Heuston, Salmond on the Law of Torts 94 (17th ed.
1977).
"By conversion of goods is meant any act in relation to
goods which amounts to an exercise of dominion over
them, inconsistent with the owner's right of property. It
does not include mere acts of damage, or even an aspor
tation which does not amount to a denial of the owner's
right of property; but it does include such acts as taking
possession, refusing to give up on demand, disposing of
the goods to a third person, or destroying them." William
Geldart, Introduction to English Law 143 (D.C.M. Yardley
ed., 9th ed. 1984).
constructive conversion. Conversion consisting of an
action that in law amounts to the appropriation of
property. Constructive conversion could be, for
example, an appropriation that was initially lawful.
[Cases: Trover and Conversion (>6.]
conversion by detention. Conversion by detaining
property in a way that is adverse to the owner or other
lawful possessor . The mere possession of property
without title is not conversion. The defendant must
have shown an intention to keep it in defiance of the
owner or lawful possessor. [Cases: Trover and Con
version (;:::>6.]
conversion by estoppel. A judicial determination that a
conversion has taken place -though in truth one has
not -because a defendant is estopped from offering
a defense . This occurs, for example, under the tra
ditional rule that a bailee is estopped from denying
the bailor's title even if the bailor has no title to the
chatteL
conversion by taking. Conversion by taking a chattel
out ofthe possession ofanother with the intention of
exercising a permanent or temporary dominion over
it, despite the owner's entitlement to use it at all times.
[Cases: Trover and Conversion 11.]
conversion by wrongful delivery. Conversion by
depriving an owner ofgoods by delivering them to
someone else so as to change the possession. [Cases:
Carriers C=,93.]
conversion by wrongful destruction. Conversion by
willfully consuming or otherwise destroying a chattel
belonging to another person. [Cases: Trover and Con
version C=,12.)
conversion by wrongful disposition. Conversion by
depriving an owner of goods by giving some other
person a lawful title to them. [Cases: Trover and Con
version direct conversion. The act of appropriating the property
of another to one's own benefit, or to the benefit of a
third person . A direct conversion is per se unlawful,
and the traditional requirements of demand and
refusal of the property do not apply. [Cases: Trover
and Conversion (>3-5.]
fraudulent conversion. Conversion that is committed
by the use of fraud, either in obtaining the property
or in withholding it. [Cases: Trover and Conversion
7.]
innocent conversion. See technical conversion.
involuntary conversion. The loss or destruction of
property through theft, casualty, or condemnation.
negligent conversion. See technical conversion.
technical conversion. The taking of another's personal
property by one who acts in good faith and mistak
enly believes that he or she is lawfully entitled to the
property. Also termed innocent conversion; negli
gent conversion.
conversionary act. See ACT.
conversion divorce. See DIVORCE.
conversion premium. Securities. The surplus at which a
security sells above its conversion price.
conversion price. Securities.lhe contractually specified
price per share at which a convertible security can be
converted into shares ofcommon stock.
conversion ratio. 1. The number of common shares into
which a convertible security may be converted. 2. The
ratio of the face amount of the convertible security to
the conversion price.
conversion rule. See SPECIFIC-PURPOSE RULE.
conversion security. See SECURITY.
conversion statute. A law under which a state official
or court oversees the sale or transfer of control of an
organization in order to protect public assets.
conversion value. A convertible security's value as
common stock.  For example, a bond that can be
converted into ten shares of stock worth $40 each has
a conversion value of$400. See BOND CONVERSION.
converter, n. One who wrongfully possesses or disposes
ofanother's property; esp., one who engages in a series
of acts ofwillful interference, without lawful justifica
tion, with an item of property in a manner inconsis
tent with another's right, whereby that other person
is deprived of the use and possession of the property.
[Cases: Trover and Conversion
innocent converter. A person who takes another's
chattel tortiously but in good faith and without
knowledge that he or she has no entitlement to it.
convertible arbitrage. See kind arbitrage under ARBI
TRAGE.
convertible bond. See BOND (3).
convertible collision insurance. See INSURANCE.
convertible debenture. See DEBENTURE.

convertible debt. 1. See DEBT. 2. See convertible security
under SECURITY.
convertible divorce. See conversion divorce under
DIVORCE.
convertible insurance. See INSURANCE.
convertible security. See SECURITY.
convertible stock. See convertible security under
SECURITY.
convertible subordinated debenture. See DEBENTURE.
convey, vb. (14c) To transfer or deliver (something, such
as a right or property) to another, esp. by deed or other
writing; esp., to perform an act that is intended to create
one or more property interests, regardless of whether
the act is actually effective to create those interests.
conveyance (bn-vay-ants), n. (iSc) 1. The voluntary
transfer ofa right or of property.
absolute conveyance. A conveyance in which a right
or property is transferred to another free of condi
tions or qualifications (Le., not as a security). Cf. con
ditional conveyance.
conditional conveyance. A conveyance that is based
on the happening of an event, usu. payment for the
property; a mortgage. Cf. absolute conveyance.
derivative conveyance. See secondary conveyance.
innocent conveyance. Hist. A leaseholder's conveyance
ofthe leaseholder's property interest that is, some
thing less than a fee simple. The conveyance is of
an equitable interest. [Cases: Landlord and Tenant
(;=74.]
mesne conveyance (meen). An intermediate convey
ance; one occupying an intermediate position in the
chain oftitle between the first grantee and the present
holder.
original conveyance. See primary conveyance.
present conveyance. A conveyance made with the
intent that it take effect at once rather than in the
future.
primary conveyance. A conveyance that creates an
estate. Examples of primary conveyances include
feoffment, gift, grant, lease, exchange, and parti
tion. -Also termed original conveyance. Cf. second
ary conveyance.
"Of conveyances by the common law, some may be called
original, or primary conveyances; which are those by
means whereof the benefit or estate is created or first
arises: others are derivative or secondary; whereby the
benefit or estate, originally created, is enlarged, restrained,
transferred, or extinguished." 2 William Blackstone, Com
mentaries on the Laws ofEngland 309 (1766).
secondary conveyance. A conveyance that follows an
earlier conveyance and that serves only to enlarge,
confirm, alter, restrain, restore, or transfer the interest
created by the primary conveyance. Also termed
derivative conveyance; derivative deed. Cf. primary
conveyance. voluntary conveyance. A conveyance made without
valuable consideration, such as a deed in favor of a
relative.
2. The transfer of a property right that does not pass
by delivery of a thing or merely by agreement. 3. The
transfer ofan interest in real property from one living
person to another, by means of an instrument such as
a deed. 4. The document (usu. a deed) by which such
a transfer occurs. [Cases: Deeds (;=3.] 5. A means of
transport; a vehicle. 6. Bankruptcy. A transfer of an
interest in real or personal property, including an
aSSignment, a release, a monetary payment, or the
creation of a lien or encumbrance. -Also termed (in
sense 6) bond for deed. See FRAUDULENT CONVEYANCE;
PREFERENTIAL TRANSFER.
conveyancer (bn-vay-an-s<lr). (17c) A lawyer who spe
cializes in real-estate transactions . In England, a
conveyancer is a solicitor or licensed conveyancer who
examines title to real estate, prepares deeds and mort
gages, and performs other functions relating to the
transter of real property.
conveyancing (kan-vay-an-sing). (17c) The act or business
ofdrafting and preparing legal instruments, esp. those
(such as deeds or leases) that transfer an interest in real
property.
"Conveyancing is the art or science of preparing documents
and investigating title in connection with the creation and
assurance of interests in land. Despite its connection with
the word 'conveyance', the term in practice is not limited to
use in connection with old system title but is used without
discrimination in the context of all types of title." Peter
Butt, Land Law 7 (2d ed. 1988).
"Conveyancing may be regarded as the application of the
law of real property in practice." Robert E. Megarry & M.P.
Thompson, A Manual ofthe Law ofReal Property 125 (6th
ed.1993).
conveyancing counseL English law. Three to six lawyers
who are appointed by the Lord Chancellor to assist
the High Court of Justice with opinions in matters
of property titles and conveyancing. Also termed
conveyancing counsel ofthe Supreme Court; (formerly)
conveyancing counsel to the Court ofChancery.
conveyee (kan-vay-ee). (ISc) One to whom property is
conveyed.
conveyor (k<ln-vay-af or -or). (16c) One who transfers or
delivers title to another.
conviciandi animo (kan-vish-ee-an-dI an-<l-moh).
[Latin] Hist. With the intention of insulting; with the
intention of bringing into contempt.
convicium (bn-vish-ee-am), n. [Latin] Roman law.
Reproach, abuse, revilement, or clamor directed at a
person.
convict (kon-vikt), n. (15c) A person who has been found
guilty of a crime and is serving a sentence of confine
ment for that crime; a prison inmate. [Cases: Convicts
(;=20.]
convict (kan-vikt), vb. (ISc) To find (a person) guilty ofa
criminal offense upon a criminal trial, a plea ofguilty,
or a plea of nolo contendere (no contest).

convicted felon. See FELON.
conviction (kan-vik-shan), n. 1. The act or process of
judicially finding someone guilty of a crime; the state
of having been proved guilty. [Cases: Criminal Law
<.r~977(5).J 2. The judgment (as by a jury verdict)
that a person is guilty of a crime. 3. A strong belief or
opinion.
abiding conviction. A settled conviction; a definite
conviction based on a thorough examination ofthe
case.
summary conviction. A conviction of a person for a
violation or minor misdemeanor as the result ofa trial
before it magistrate sitting without a jury.
conviction rate. (1928) Within a given area or for a
given time, the number ofconvictions (including plea
bargains) as a percentage ofthe total number ofpros
ecutions undertaken.
convivium (kan-viv-ee-am). [Latin "banquet"] Hist.
Tenure that binds the tenant to provide meat and drink
for the lord at least once a year.
convocation. 1. CONVENTION (4). 2. See call to order
under CALL (1). 3. See provincial synod under SYNOD.
convoy, n. A group of vehicles or vessels traveling
together for safety, esp. with armed escorts. 1he term
also applies figuratively to groups traveling together for
convenience. -convoy, vb.
COO. abbr. CHIEF OPERATING OFFICER.
co-obligee. One of two or more persons to whom an
obligation is owed. See OBLIGEE.
co-obligor. 1. One of two or more persons who have
undertaken an obligation. See OBLIGOR. 2. A person
who is under a duty of contribution. See CONTRIBU
TION (1).
cool blood. (17c) Criminal law. In the law ofhomicide,
a condition in which the defendant's emotions are not
in such an excited state that they interfere with his or
her faculties and reason. -Also termed cool state of
blood. See COLD BLOOD. Cf. HEAT OF PASSION. [Cases:
Homicide ~669.J
Cooley doctrine. (1936) Constitutional law. The principle
that Congress has exclusive power under the Commerce
Clause to regulate the national as well as the local
aspects of national commercial matters, and that the
states may regulate those aspects ofinterstate commerce
so local in character as to require diverse treatment.
The Supreme Court has abandoned the Cooley doctrine
in favor ofa balancing test for Commerce Clause cases.
Cooley v. Port Bd. of Wardens, 53 U.S. (12 How.) 299
(1851). (Cases: Commerce 11.]
cooling-off period. (1913) 1. An automatic delay between
a person's taking some


1.]
cooling-off period. (1913) 1. An automatic delay between
a person's taking some legal action and the consequence
ofthat action. 2. A period during which a buyer may
cancel a purchase. 3. An automatic delay in some states
between the filing ofdivorce papers and the divorce
hearing. 4. Securities. A period (usu. at least 20 days)
between the filing ofa registration and the effective reg
istration. 5. During a dispute, a period during which no action may be taken by either side . In labor disputes,
a statutory cooling-off period forbids employee strikes
and employer lockouts.
cooling time. (1874) Criminal law. Time to recover cool
blood after great excitement, stress, or provocation, so
that one is considered able to contemplate, compre
hend, and act with reference to the consequences that
are likely to follow. See COOL BLOOD. [Cases: Homicide
~669.J
"[Ojne who controls his temper time after time, follow
ing repeated acts of provocation, may have his emotion
so bottled-up that the final result is an emotional explo
sion .... [lJn such a case the 'cooling time' begins to run
not from earlier acts, but from 'the last straw.' ... As was
the position in regard to the adequacy ofthe provocation,
so the early holding was that the cooling time was a matter
of law for the court." Rollin M. Perkins & Ronald N. Boyce,
Criminal Law 100 (3d ed. 1982).
cool state ofblood. See COOL BLOOD.
co-op. See COOPERATIVE.
cooperation.!. An association of individuals who join
together for a common benefit. 2. Patents. A unity of
action to a common end or result, not merely joint or
simultaneous action. 3. Int'llaw. The voluntary coordi
nated action oftwo or more countries occurring under
a legal regime and serving a specific objective.
cooperation clause. Insurance. A policy provision
requiring that the insured assist the insurer in inves
tigating and defending a claim. [Cases: Insurance
3202,3204.J
cooperative, n. (1883) 1. An organization or enterprise
(as a store) owned by those who use its services. [Cases:
Corporations ~3.J 2. A dwelling (as an apartment
building) owned by its residents, to whom the apart
ments are leased. -Often shortened to coop; co-op.
Cf. CONDOMINIUM (2). lCases: Landlord and Tenant
~350.J
cooperative adoption. See ADOPTION.
cooperative cause. See CAUSE (1).
cooperative corporation. See CORPORATION.
cooperative federalism. See FEDERALISM.
cooperativelaw. A dispute-resolution method by which
the parties and their attorneys agree first to use non
adversarial strategies in an attempt to reach a binding
agreement, with the possibility oflitigation if a settle
ment fails, typically with the same attorneys involved
in the litigation. Cf. COLLABORATIVE LAW; MEDIATION
(1).
Cooperative State Research, Education, and Extension
Service. An agency in the U.S. Department of Agri
culture responsible for coordinating departmental
research activities with those of academic and land
grant institutions. -Abbr. CSREES.
co-opt, vb. 1. To add as a member. 2. To assimilate;
absorb.
co-optation (koh-ahp-tay-shan), n. The act ofselecting a
person to fill a vacancy (usu. in a close corporation).
co-optative, adj.

385
coordinate jurisdiction. See concurrent jurisdiction
under JURISDICTION.
coordination-of-benefits clause. See COB CLAUSE.
coowner, n. (1858) A person who is in concurrent owner
ship, possession, and enjoyment of property with one
or more others; a tenant in common, a joint tenant,
or a tenant by the entirety. [Cases: Husband and Wife
14; Joint Tenancy C=> 1; Tenancy in Common
1.]-coown, vb. -coownership, n.
COPA. abbr. CHILD ONLINE PROTECTION ACT.
cop a plea, vb. (1914) Slang.(Of a criminal defendant)
to plead guilty to a lesser charge as a means to avoid
standing trial for a more serious offense. See PLEA
BARGAIN.
coparcenary (koh-pahr-s;l-ner-ee), n. (16c) An estate that
arises when two or more persons jointly inherit from
one ancestor, the title and right of possession being
shared equally by all.  Coparcenary was a form of
coownership created by common-law rules ofdescent
upon intestacy when two or more persons together con
stituted the decedent's heirs. Typically, this situation
arose when the decedent was survived by no sons but
by two or more daughters, so that the daughters took
as coparceners. -Also termed parcenary; tenancy in
coparcenary. -coparcenary, adj.
"Coparcenary is converted into separate ownership (i) by
partition, or (ii) by the union in one parcerner of all the
shares, and it is converted into a tenancy in common if one
parcener transfers her share to a stranger." G.c. Cheshire,
Modem Law of Real Property 553 (3d ed. 1933).
coparcener (koh-pahr-s;l-n;lr). A person to whom an
estate descends jointly, and who holds it as an entire
estate; a person who has become a concurrent owner
as a result ofdescent. -Also termed parcener; (archai
cally) coparticeps.
"Coparceners constitute a single heir, and they occupy a
position intermediate between joint tenants and tenants in
common. Likejoint tenants they have unity of title, interest
and possession; like tenants in common, their estate is not
subject to the doctrine of survivorship, and if there are
three coparceners and one dies, her share passes sepa
rately to her heirs or devisee, not to the survivors, though
the unity of possession continues. It follows that unity of
time is not necessary to constitute coparcenary, for if a
man has two daughters to whom his estate descends and
one dies leaving a son, such son and the surviving daughter
will be coparceners." G.c. Cheshire, Modem Law of Real
Property 553 (3d ed. 1933).
coparticeps (koh-pahr-t;l-seps). [fr. Latin particeps
"sharing"] See COPARCENER.
copartner. A member of a partnership; PARTNER. [Cases:
Partnership C=> 1.]
"Copartner need not exist alongside partner. The joint
relationship (i.e., that the existence of one partner implies
the existence of one or more other partners) is clear to all
native speakers of English.... Because copartner adds
nothing to the language of the law, it should be avoided."'
Bryan A. Garner, A Dictionary of Modem Legal Usage 223
(2d ed. 1995).
copartnership. See PARTNERSHIP . The terms copart
nership and partnership are equally old -each having
first appeared in the 1570s. copy
coparty. (1906) A litigant or participant in a legal trans
action who has a like status with another party; a party
on the same side ofa lawsuit. -Also termed joint party.
See CODEFENDANT; COPLAINTIFF.
copayment. A fixed amount that a patient pays to a
healthcare provider according to the terms of the
patient's health plan. -Often shortened to copay.
[Cases: Insurance C=>2523.]
copending, adj. Patents. (Of serial applications filed in
the same patent prosecution) before the U.S. Patent
and Trademark Office at or near the same time and
concerning the same invention . A continuation or
divisional application that is copending with its parent
application benefits from the parent's earlier filing date.
[Cases: Patents C=> 1l0.]
copending patent. See PATENT (3).
copia libelli deliberanda. See DE COPIA LIBELLI DELIBER
ANDA.
coplaintiff. (l8c) One of two or more plaintiffs in the
same litigation. -Also termed joint plaintiff. Cf. CODE
FENDANT.
coprincipal. (l7c) 1. One of two or more participants in
a criminal offense who either perpetrate the crime or
aid a person who does so. [Cases: Criminal LawC=>59.]
2. One of two or more persons who have appointed an
agent whom they both have the right to control.
copulative condition. See CONDITION (2).
copy, n. (14c) 1. An imitation or reproduction of an
original.  In the law of evidence, a copy is generally
admissible to prove the contents of a writing. Fed. R.
Evid. 1003. See BEST-EVIDENCE RULE. [Cases: Criminal
Law C=>398(l); Evidence C=> 174.1.]
archival copy. See ARCHIVAL COPY.
attested copy. See certified copy.
certified copy. (I8c) A duplicate of an original (usu.
official) document, certified as an exact reproduction
usu. by the officer responsible for issuing or keeping
the original. -Also termed attested copy; exempli
fied copy; verified copy. [Cases: Criminal Law C=>430;
Evidence C=>338.]
conformed copy. (1937) An exact copy of a document
bearing written explanations of things that were not
or could not be copied, such as a note on the document
indicating that it was signed by a person whose signa
ture appears on the original.
examined copy. A copy (usu. of a record, public book,
or register) that has been compared with the original
or with an official record of an original. [Cases:
Criminal Law C=>445; Evidence C=>367.]
exemplified copy. See certified copy.
true copy. A copy that, while not necessarily exact,
is sufficiently close to the original that anyone can
understand it.
verified copy. See certified copy.

2. Copyright. The physical form in which a creative
work is fixed and from which the work can be repro
duced or perceived, with or without the aid ofa special
device. 17 USCA  101. [Cases: Copyrights and Intellec
tual Property C~1.J 3. Copyright. An expressive work
that is substantially similar to a copyrighted work and
not produced COincidentally and independently from
the same source as the copyrighted work . Proof of
copying in an infringement action requires evidence of
the defendant's access to the original work and substan
tial Similarity of the defendant's work to the originaL
See substantial similarity under SIMILARITY. [Cases:
Copyrights and Intellectual Property C=>S3(l).]
"The noun 'copy' ordinarily connotes a tangible object that
is a reproduction of the original work; the courts have
generally found no reason to depart from this usage in the
law of copyright." 1 Melville B. Nimmer & David Nimmer,
Nimmer on Copyright  4.08[B], at 447 (Supp. 1995).
copycat drug. See generic drug under DRUG.
copyhold. Hist. A base tenure requiring the tenant
to provide the customary services of the manor,
as reflected in the manor's court rolls. Copyhold
tenure descended from pure villeinage; over time,
the customs of the manor, as reflected on the manor's
rolls, dictated what services a lord could demand from
a copyholder. This type oftenure was abolished by the
Law of Property Act ofl922, which converted copyhold
land into freehold or leasehold land. Also termed
copyhold tenure; customary estate; customary freehold;
tenancy by the verge; tenancy par la verge; tenancy by the
rod. See base tenure under TENURE; VILLEINAGE.
"Out of the tenure by Villeinage, copyhold tenure devel
oped.... By the end of the fifteenth century, to hold by
copy of the court roll, to be a 'copyholder,' was a definite
advantage, and, in most cases the holders had for many
generations been personally free. The fusing of several
different types of payment had also gone on, so that there
was little difference between a holder in socage who had
commuted the services for a sum of money and a copy
holder who had done the same, except the speCific dues
of heriot and merchet. In Coke's time, a very large part of
the land of England was still held by copyhold." Max Radin,
Handbook ofAngloAmerican Legal History 371 (1936).
"[L)and held on an unfree tenure could be transferred only
by a surrender and admittance made in the lord's court.
The transaction was recorded on the court rolls and the
transferee given a copy of the entry to prove his title; he
thus held 'by copy of the court roll,' and the tenure became
known as 'copyhold.'" Robert E. Megarry & M.P. Thompson,
A Manual of the Law ofReal Property 22 (6th ed. 1993).
privileged copyhold. Hist. A copyhold subject only to
the customs ofthe manor and not affected by the non
conforming dictates of the current lord.
copyholder. Hist. A tenant by copyhold tenure. Also
termed tenant by the verge; tenant par la verge.
"The lord still held a court, and that court kept records of
all transactions affecting the lands. These records were
called the rolls of the court. When, for instance, a tenant
sold his interest to a third party, the circumstances of the
sale would be recorded, and the buyer would receive a
copy of the court rolls in so far as they affected his holding.
Inasmuch as he held his estate by copy of court roll, he
came to be called a copyholder." G.c. Cheshire, Modern
Law ofReal Property 24 (3d ed. 1933). copyhold tenant. See customary tenant under TENANT.
copyleft. Slang. A software license that allows users to
modify or incorporate open-


tenant under TENANT.
copyleft. Slang. A software license that allows users to
modify or incorporate open-source code into larger
programs on the condition that the software containing
the source code is publicly distributed without restric
tions.
copylefted software. Slang. Free software whose distri
bution terms forbid the addition of restrictions if the
software is redistributed in its original or a modified
form. Not actually a legal term, this phrase is popu
larly used as the antithesis ofcopyright by Internet free
software promoters. See FREEWARE.
copyright, n. (ISc) 1. The right to copy; specifically,
a property right in an original work of authorship
(including literary, musical, dramatic, choreographic,
pictorial, graphic, sculptural, and architectural works;
motion pictures and other audiovisual works; and
sound recordings) fixed in any tangible medium of
expression, giving the holder the exclusive right to
reproduce, adapt, distribute, perform, and display the
work. [Cases: Copyrights and Intellectual PropertyG=
I.] 2. The body of law relating to such works. _ Copy
right law is governed by the Copyright Act of 1976. 17
USCA  101-1332. [Cases: Copyrights and Intellectual
Property C~101.] -Abbr. c. -copyright, vb. -copy
righted, adj.
"[C)opyright is a monopoly of limited duration, created and
wholly regulated by the legislature; and ... an author has,
therefore, no other title to his published works than that
given by statute." Ethan S. Drone, A Treatise on the Law of
Property in Intellectual Productions 2 (1879).
"The development of copyright law in England was shaped
by the efforts of mercantile interests to obtain monopoly
control of the publishing industry similar to those of
the guilds that were instrumental in shaping patent and
trademark law .... American copyright law came to dis
tinguish between the 'common law' right of an author to
his unpublished creations, and the statutory copyright
that might be secured upon publication. Until recently,
therefore, an author had perpetual rights to his creation,
which included the right to decide when, if, and how to
publish the work, but that common law right terminated
upon publication at which time statutory rights become
the sole rights, if any, to which the author was entitled.
This distinction was altered by the Copyright Act of 1976,
which shifts the line of demarcation between common law
and statutory copyright from the moment of publication
to the moment of fixation of the work into tangible form."
Arthur R. Miller & Michael H. DaviS, Intellectual Property in
a Nutshell 280-82 (2d ed. 1990).
"What is copyright? From copyright law's beginnings dose
to three centuries ago, the term has meant just what it
says: the right to make copies of a given work at first
it meant simply written work -and to stop others from
making copies without one's permission." Paul Goldstein,
Copyright's Highway 3 (1994).
"Before the 1976 Copyright Act swept virtually all copy
rightable subject matter within the exclusive domain of
federal protection, the term 'copyright' implied a statutory
right created by Congress in order to 'Promote the Progress
of Science.' Our first copyright act, in 1790, protected
only maps, charts, and books. Protection gradually was
extended to musical compositions and graphic works. In
the middle of the nineteenth century, photography was
developed and then protected, followed at the end of the
century by motion pictures (although they were protected

387
as photographs). As the twentieth century comes to a close,
digital technology and multimedia forms of authorship serio
ously challenge the gradual, compartmentalized approach
to granting new rights and new subject matter ...." 1
William F. Patry, Copyright Law and Practice 1 (1994).
ad interim copyright. Hist. A limited five-year U.S.
copyright granted to the author of a foreign edition
ofan English-language book or periodical if, within
six months after its publication abroad, the author
deposited one complete copy of that edition in the
U.S. Copyright Office and requested ad interim
copyright protection . An ad interim copyright was
granted as an exception to the 1909 Copyright Act's
manufacturing clause, which limited copyright pro
tection for English-language books and periodicals
to those printed in the U.S. If the copyright owner
published the work in the U.S. during the period of
ad interim protection and complied with the Act's
manufacturing requirements, full copyright protec
tion related back to the date offirst publication. Oth
erwise' the work went into the public domain at the
end offive years.
common-law copyright. A property right that arose
when the work was created, rather than when it was
published. Under the Copyright Act of1976, which
took effect on January 1, 1978, common-law copy
right was largely abolished for works created after
the statute's effective date. But the statute retained
the common law's recognition that the property right
arose when the work was created rather than when
it was published. The common-law copyright still
applies in a few areas: notably, a common-law copy
right received before January 1, 1978 remains entitled
to protection. 17 USCA  301. -Also termed right
offirst publication.
copyright ability test. A judicial test for determining
whether a contributor to a joint work is an author for
legal purposes, based on whether the contributor's
effort is an original expression that could qualify for
copyright protection on its own . This test has been
adopted by a majority of courts. Cf. DE MINIMIS TEST.
[Cases: Copyrights and Intellectual Property <:::=c
41(3).]
Copyright Act of 1790. The first U.S. copyright law,
which, like England's Statute of Anne, gave authors
copyright protection for 14 years, renewable for another
14 years, after which time the work then entered the
public domain.
Copyright Act of 1909. A major revision of U.S. copy
right law, extending the term of protection from 14 to
28 years (renewable for a second 28-year term); mea
suring the copyright term from the time ofpublication
rather than the time ofregistration with the Copyright
Office; and expanding coverage to all writings . The
Act retained the formalities for securing a copyright
and required that a copyright mark appear on the work.
It governed U.S. copyrights issued between July 1, 1909
and December 31,1977. Although the 1976 Copyright
Act supplanted the 1909 Act, the 1909 Act still applies
to some pre-1978 claims and affects certain other rights copyright notice
of copyright owners. -Also termed 1909 Copyright
Act.
Copyright Act of 1976. A major revision of U.S. copy
right law, extending the term of protection to the life
of the author plus 50 years, measured from the date
of creation; greatly expanding the types of works
that qualify for protection; dropping the require
ment that the work be published before it can be pro
tected; making fair use a statutory defense to a claim
in infringement; and preempting state common-law
copyright. 17 USCA  101 et seq . This is the current
federal statute that governs copyright registrations and
rights. -Also termed 1976 Copyright Act.
Copyright and the Challenge ofTechnology. See GREEN
PAPER ON COPYRIGHT AND THE CHALLENGE OF TECH
NOLOGY.
copyright application. A written request for copyright
protection made by a work's creator, filed with the U.S.
Copyright Office and accompanied by a filing fee and
either a deposit copy of the work or approved identi
fying material.  A registrant who does not meet the
deposit requirement ofthe Copyright Act of 1976 risks
losing copyright protection. See, e.g., Coles V. Wonder,
283 F.3d 798 (6th Cir. 2002). [Cases: Copyrights and
Intellectual Property <:::=C50.20.]
copyright bug. See COPYRIGHT NOTICE.
Copyright Clause. (1940) U.S. Const. art. I,  8, cl. 8,
which gives Congress the power to secure to authors
the exclusive rights to their writings for a limited time.
[Cases: Copyrights and Intellectual Property <:::=C2.]
copyright clearinghouse. An organization that licenses
members' works to applicants for specific purposes .
A clearinghouse usu. licenses only one type or class of
works, such as songs, photographs, cartoons, or written
materials.
copyright infringement. See INFRINGEMENT.
copyright legend. See COPYRIGHT NOTICE.
copyright-management information. The name and
other identifying information about the creator, per
former, or copyright owner of a creative work. See
DIGITAL MILLENNIUM COPYRIGHT ACT.
copyright misuse. In an infringement action, an affir
mative defense based on the copyright owner's use ofa
license to restrain trade or in any other manner that is
against public policy . The defense, roughly parallel to
the declining patent-misuse defense, was invoked, for
example, to prevent the American Medical Association
from enforcing its copyright in its medical-procedure
codes after licensing them to the U.S. Government for
use in the Medicaid program. See Practice Mgmt. Info.
Corp. V. Am. Med. Ass'n, 121 F.3d 516 (9th Cir. 1997).
[Cases: Copyrights and Intellectual Property <:::=C75.]
copyright notice. (1889) A notice that a work is copy
right-protected, uSU. placed in each published copy
of the work.  A copyright notice takes the form
(year of publication) (name of basic copyright owner).
Since March 1, 1989, such notice is not required for a

388 copyright owner
copyright to be valid (although the notice continues to
provide certain procedural advantages). The phrase "all
rights reserved" is usu. no longer required. -Some
times termed copyright bug; copyright legend; notice of
copyright. See ALL RIGHTS RESERVED; BUENOS AIRES
CONVENTION. [Cases: Copyrights and Intellectual
Property C=>50.1(2).]
copyright owner. (1886) 1. One who holds an exclusive
right or rights to copyrighted material. 17 USCA  101.
[Cases: Copyrights and Intellectual Property C=>41.]
2. One who is named as the owner on any copyright
notice attached to a work and who is registered with
the U.S. Copyright Office as the owner.
Copyright Royalty Tribunal. A former board in the leg
islative branch of the federal government responsible
for establishing and monitoring copyright royalty rates
for published and recorded materials . Its functions
are now performed by copyright arbitration royalty
panels. [Cases: Copyrights and Intellectual Property
C=>48.1.]
coram (kor-dm), prep. [Latin] (Of a person) before; in
the presence of.
coram domino rege (kor-dm dom-d-noh ree-jee). [Latin]
Hist. Before our lord the king.
coram ipso rege (kor-dm ip-soh ree-jee). [Latin] Hist.
Before the king himself. -Also termed coram ipso
domino rege.
"The court of king's bench (so called because the king used
formerly to sit there in person, the style of the court still
being coram ipso rege) is the supreme court of common
law in the kingdom ...." 3 William Blackstone, Commentar
ies on the Laws ofEngland 41 (1768).
coram judice (kor-dm joo-di-see). 1. In the presence of
a judge. 2. JURISDICTION.
coram nobis (kor-dm noh-bis). [Latin "before us"] 1.
Hist. A writ of error taken from a judgment of the
King's Bench . "Before us" refers to the sovereign, in
contrast to the writ coram vobis ("before you"), which
refers to any court other than King's Bench, esp. the
Court ofCommon Pleas. 2. A writ oferror directed to a
court for review ofits own judgment and predicated on
alleged errors offact. -Also termed writ oferror coram
nobis; writ ofcoram nobis; (misspelled) quorum nobis.
[Cases: Criminal Law C=> 1411; Judgment C=>334.]
coram non judice (kor-dm non joo-di-see). [Latin "not
before a judge"] 1. Outside the presence of a judge. 2.
Before a judge or court that is not the proper one or that
cannot take legal cognizance of the matter.
coram paribus (kor-dm par-d-bds). [Latin] Hist. Before
the peers. This phrase appeared in deed attesta
tions.
Coram Rege Court. See KINds BENCH.
coram sectatoribus (kor-dm sek-td-tor-d-bds). [Law
Latin] Hist. Before the suitors.
coram vobis (kor-dm voh-bis), n. [Latin "before you"]
Hist. 1. A writ of error directed to a court other than the King's Bench, esp. the Court ofCommon Pleas, to
review its judgment.
"Certain errors in the process of the court, committed by
the defaults of the clerks, or as to matters of fact, could
be remedied by the court itself. The writ issued for this
purpose was called a writ of error 'coram vobis' if the error
was in the Common Pleas; 'coram nobis' if it was in the
King's Bench." 1 William Holdsworth, A History of English
Law 224 (7th ed. 1956).
2. A writ of error sent by an appellate court to a trial
court to review the trial court's judgment based on an
error offact. -Also termed writ oferror coram vobis;
writ ofcoram vobis. [Cases: Courts C=>207.1.]
Cordon rule


obis;
writ ofcoram vobis. [Cases: Courts C=>207.1.]
Cordon rule. A rule of the U.S. Senate requiring any
committee that is reporting a bill amending current
law to show in its report what wording the bill would
strike from or insert into the current statute. The
rule is named for Senator Guy Cordon (1890-1969) of
Oregon, who proposed it. The analogous rule in the
U.S. House ofRepresentatives is the Ramseyer rule. See
RAMSEYER RULE.
core earnings. See operating earnings under EARNINGS.
core proceeding. Bankruptcy. 1. A proceeding involv
ing claims that substantially affect the debtor-creditor
relationship, such as an action to recover a preferential
transfer.  In such a proceeding, the bankruptcy court,
as opposed to the district court, conducts the trial or
hearing and enters a final judgment. Cf. RELATED
PROCEEDING. 2. In federal courts, an action involv
ing subject matter that is clearly within the confines
offederal bankruptcy law and the management ofthe
bankrupt's estate. A federal bankruptcy court may
also hear noncore matters that have an independent
basis for subject-matter jurisdiction, such as a federal
question. For a nonexclusive list of core proceedings,
see 28 USCA  157(b)(2). [Cases: Bankruptcy C=>2043
2063.]
core rights. 1. Human rights that are generally recog
nized and accepted throughout the world . These rights
include freedom from extrajudicial execution, torture,
and arbitrary arrest and detention. Core rights are
embodied in many human rights conventions, includ
ing the Universal Declaration of Human Rights, the
International Covenant on Civil and Political Rights,
and the International Covenant on Economic, Social
and Cultural Rights. 2. Fundamental rights claimed
within a social, cultural, or other context.  These are
not universally recognized rights. For example, the
ability to vote may be a fundamental right of citizens
in one country but only a privilege limited to selected
people in another.
corespondent. (1857) 1. A coparty who responds to a
petition, such as a petition for a writ of certiorari. 2.
In some states, a coparty who responds to an appeal.
3. Family law. In a divorce suit based on adultery, the
person with whom the spouse is accused of having
committed adultery. See RESPONDENT. [Cases: Divorce
C=>26,72.]

389
core work product. See opinion work product under
WORK PRODUCT.
corium forisfacere (kor-ee-am for-is-fay-sa-ree). [Law
Latin "to forfeit skin"] Hist. To whip (a person, esp.
a servant) as punishment. -Also termed corium
perdere.
corium redimere (kor-ee-am ri-dim-ar-ee). [Latin] Hist.
To redeem one's skin . This referred to a person who
paid restitution for an offense.
cornage (kor-nij). [fr. Anglo-French corne "horn"] Hist.
1. A type ofgrand-sergeanty military tenure in which
the tenant was bound to blow a horn to alert others
whenever an enemy approached. 2. A form of tenure
entitling a landowner to rent based on the number of
horned cattle owned by the tenant. Cornage may
have developed into a type of serjeanty or knight
service tenure that obligated the tenant to blow a
horn to warn of invaders, esp. along the border with
Scotland. Also termed (in senses 1 & 2) horn tenure.
See KNIGHT-SERVICE; SERJEANTY. 3. A tribute of corn
due only on special occasions, as distinguished from a
regularly provided service . This term has often been
spelled coraage or coraagium, stemming perhaps from
a spelling error in the 1569 edition of Bracton's De
Legibus et Consuetudinibus Angliae.
Cornelian law. See LEX CORNELIA.
corner, n. 1. The common end of two survey lines; an
angle made by two boundary lines. [Cases: Boundar
iesG"-::'7.]
existent corner. A corner whose location can be verified
by an original landmark, a surveyor's field notes, or
other reliable evidence.
lost corner. A point in a land description, such as a
landmark or natural object, whose position cannot
be reasonably determined from traces ofthe original
marks or other acceptable evidence. _ The location
can be determi ned hy reference to one or more inde
pendent points remaining in the deSCription.
obliterated corner. A corner that can be located only
with evidence other than that put in place by the
original surveyor.
2. The acquisition of control over all or a dominant
quantity of a commodity with the purpose of artifi
cially enhancing the price, carried out by purchases and
sales ofthe commodity -and of options and futures
in a way that depresses the market price so that the
participants are enabled to purchase the commodity at
satisfactory prices and withhold it from the market for
a time, thereby inflating its price. _ A corner accom
plished by confederation, with the purpose of raising
or depressing prices and operating on the market, is a
criminal conspiracy if the means are unlawful.
corner influence. Property. In an appraisal, the addi
tional value ofa corner lot, esp. one zoned for commer
cial purposes, attributable to factors such as increased
light and air, easier ingress and egress, greater accescoronatore eligendo
sibility by pedestrian and automotive traffic, and more
space for displays and advertisements.
cornering the market. The act or process ofacquiring
ownership or control ofa large portion ofthe available
supply ofa commodity or security, permitting manipu
lation ofthe commodity's or security's price.
Corn Products doctrine. Tax. The principle that a capital
asset should be narrowly defined to exclude inventory
related property that is integrally tied to the day-to-day
operations of a business. Corn Prods. Refining Co. v.
c.I.R., 350 U.S. 46, 76 S.Ct. 20 (1955). [Cases: Internal
Revenue 3230.1.J
corody (kor-or kahr-a-dee). Hist. An allowance of
money, accommodation, food, or clothing given
by a religious house to any person who Signed over
personal or real property or both in exchange or to a
royal servant at the Crown's request . The amount
of property required from a person who purchased a
corady depended on the person's age and remaining
life expectancy. The Crown was entitled to a corody
for a retired royal servant only from houses that the
Crown had founded. Theoreticallv, the cost ofa retired
royal servant's care would come from the royal purse.
But since the royal purse did not always open, royal
servants were not always accepted as corodiaries. Cf.
LIFE-CARE CONTRACT. -Also spelled carrody.
corodiary (kd-roh-dee-air-ee), corrodiary, n.
"Corrody is a partition for one's sustenance. Be it bread,
ale, herring, a yearly robe, or sum of money for the robe.
50 of a chamber, and stable for my horses, when the same
is coupled with other things ...." 5ir Henry Finch, Law, or
a Discourse Thereof 162 (1759).
corollary (kor-or kahr-a-Ier-ee), n. (14c) A proposition
that follows from a proven proposition with little or no
additional proof; something that naturally follows.
corona (kCl-roh-na). [Latin] Hist. The Crown . This term
formerly appeared in criminal pleadings, e.g., placita
coronae ("pleas of the Crown").
coronation case. Hist. Any of the many lawsuits for
breach of contract resulting from the postponement
ofthe coronation ofEdward VII because ofhis illness.
 In one case, for example, the defendant had agreed
to hire a ship for watching the naval review by King
Edward VII and for a day's cruise around the fleet.
The court held that the contract was not frustrated by
the cancellation ofthe naval review -the day's cruise
around the fleet was still possible, and indeed, the ship
could have been used for many other purposes.
coronator (kor-or kahr-Cl-nay-tar). [fro Latin corona
"crown"] A coroner. See CORONER (2).
"The formal title of custos (or occasionally conservator)
placitorum corone continued to be used throughout the
Middle Ages, but the more convenient shorter forms
wronarius, which was confined to a short period around
1200, and CORONATOR rapidly gained greater currency. The
English form was 'coroner' or 'crowner.'" R.F. Hunnisett,
The Medieval Coroner 1 n.! (1961).
coronatore eligendo. See DE CORO:>lATORE ELIGENDO.

390 coronatore exonerando
coronatore exonerando. See DE CORONATORE EXONE
RANDO.
coroner (kor-or kahr-<:l-n<:lr). (14c) 1. A public official
whose duty is to investigate the causes and circum
stances ofany death that occurs suddenly, suspiciously,
or violently. See MEDICAL EXAMINER. [Cases: Coroners
C==' 1.] 2. Hist. A royal official with countywide juris
diction to investigate deaths, to hold inquests, and
to assume the duties of the sheriff if need be. The
coroner acted as a check on the sheriff, a local officer
whose growing power threatened royal control over the
counties. The coroner reported criminal activity to the
king's justices in eyre. When the eyre court arrived in
a county, it collected the coroner's roll to learn what
had occurred in the county during the eyre's absence.
The justices fined the coroner if he failed to produce
the roll, or if they learned of criminal activity in the
county from a source other than the roll.
"The office of coroner was established in September 1194,
when the justices in eyre were required to see that three
knights and one clerk were elected in every county as
'keepers of the pleas of the crown.' These were the first
county coroners.... Throughout the Middle Ages the
coroner could be ordered to perform almost any duty of an
administrative or inquisitorial nature within his bailiwick,
either alone or with the sheriff, but there were other duties
which belonged more specifically to his office and which
he performed without being ordered. These consisted
of holding inquests upon dead bodies, receiving adjura
tions of the realm made by felons in sanctuary, hearing
appeals, confessions of felons and appeals of approvers,
and attending and sometimes organising exactions and
outlawries promulgated in the county court. These were
the 'crown pleas' which the coroner had to 'keep' ...." R.F.
Hunnisett, The Medieval Coroner 1 (1961).
coroner's court. See COURT.
coroner's inquest. See INQUEST (1).
coroner's jury. See JURY.
corpnership. [Portmanteau word probably formed
fr. corporation + partnership] A limited partnership
(usu. having many public investors as limited partners)
whose general partner is a corporation.
corporale sacramentum (kor-p<:l-ray-Iee sak-r<:l-men
t<:lm). See corporal oath under OATH.
corporal oath. See OATH.
corporal punishment. See PUNISHMENT.
corporate, adj. (16c) Ofor relating to a corporation, esp.
a business corporation <corporate bonds>.
corporate acquisition. (1911) The takeover of one cor
poration by another ifboth parties retain their legal
existence after the transaction. Cf. MERGER (8).
corporate agent. See AGENT (2).
corporate authority. (1817) 1. The power rightfully
wielded by officers of a corporation. [Cases: Corpo
rations (:::c:-297, 300-303.] 2. In some jurisdictions,
a municipal officer, esp. one empowered to represent
the municipality in certain statutory matters. [Cases:
Municipal Corporations C==' 168.]
corporate body. See CORPORATION. corporate bond. See BOND (3).
corporate books. (1846) Written records of a corpora
tion's activities and business transactions.
corporate charter. See CHARTER (3).
corporate citizenship. (1889) Corporate status in the
state of incorporation, though a corporation is not a
constitutional citizen for the purposes ofthe Privileges
and Immunities Clauses in Article IV  2 and in the
14th Amendment to the U.S. Constitution. [Cases: Cor
porations C==' 1.1(3), 52.]
corporate counsel. See COUNSEL.
corporate crime. See CRIME.
corporate distribution. See DISTRIBUTION.
corporate domicile. See DOMICILE.
corporate entity. See ENTITY.
corporate franchise. See FRANCHISE (2).
corporate immunity. See IMMUNITY (2).
corporate indenture. See INDENTURE.
corporate merger. See MERGER (8).
corporate-mortgage trust. A financing device in which
debentures are issued and secured by property held in
trust.  An independent trustee protects the interests
ofthose who purchase the debentures. [Cases: Corpo
rations C=='476(1).]
corporate name. See NAME.
corporate officer. See OFFICER (1).
corporate-opportunity doctrine. (1942) The rule that
a corporation's directors, officers, and employees are
precluded from using information gained as such to
take personal advantage of any business opportuni
ties that the corporation has an expectancy right or
property interest in, or that in fairness should other
wise belong to the corporation . In a partnership, the
analogous principle is termed the firm-opportunity
doctrine. [Cases: Corporations C=='315


analogous principle is termed the firm-opportunity
doctrine. [Cases: Corporations C=='315.]
corporate-owned life insurance. See LIFE INSURANCE.
corporate purpose. (18c) The general scope of the
business objective for which a corporation was created .
 A statement of corporate purpose is commonly
required in the articles ofincorporation.
corporate raider. A person or business that attempts
to take control of a corporation, against its wishes,
by buying its stock and replacing its management.
Often shortened to raider. -Also termed hostile bidder;
unfriendly suitor. Cf. WHITE KNIGHT.
corporate resolution. See RESOLUTION (2).
corporate seal. See SEAL.
corporate speech. See SPEECH.
corporate stock. See STOCK.
corporate trustee. See TRUSTEE (1).
corporate veil. (1927) The legal assumption that the acts
ofa corporation are not the actions ofits shareholders,
so that the shareholders are exempt from liability for

391
the corporation's actions. See PIERCING THE CORPO
RATE VEIL. [Cases: Corporations
corporate welfare. See WELFARE (2).
corporation, n. (l5c) An entity (usu. a business) having
authority under law to act as a single person distinct
from the shareholders who own it and having rights to
issue stock and exist indefinitely; a group or succession
of persons established in accordance with legal rules
into a legal or juristic person that has a legal personality
distinct from the natural persons who make it up, exists
indefinitely apart from them, and has the legal powers
that its cop.stitution it. Also termed corpora
tion aggregate; aggregate corporation; body corporate;
corporate body. See COMPANY. [Cases: Corporations
Cr~1.] -incorporate, vb. corporate, adj.
"A corporation is an artificial being, invisible, intangible,
and existing only in contemplation of law.... [I]t pos
sesses only those properties which the charter of its
creation confers upon it." Trustees of Dartmouth College
v. Woodward, 17 U.S. (4 WheaL) 518, 636 (1819) (Marshall,
J.).
acquired corporation. The corporation that no longer
exists after a merger or acquisition. [Cases: Corpora
tions (:::586.]
admitted corporation. A corporation licensed or
authorized to do business within a particular state.
Also termed qualified corporation; corporation quali
fied to do business.
aggressor corporation. A corporation that attempts
to obtain control of a publicly held corporation by
(1) a direct cash tender, (2) a public exchange offer
to shareholders, or (3) a merger, which requires the
agreement of the target's management.
alien corporation. Seeforeign corporation.
brother-sister corporation. See sister corporation.
business corporation. A corporation formed to engage
in commercial activity for profit. Cf. nonprofit cor
poration.
C corporation. A corporation whose income is taxed
through it rather than through its shareholders.
Any corporation not electing S-corporation tax status
under the Internal Revenue Code is a C corporation
by default. Also termed subchapter-C corporation.
Cf. Scorporation.
charitable corporation. (l7c) A nonprofit corpora
tion that is dedicated to benevolent purposes and
thus entitled to special tax status under the Internal
Revenue Code. Also termed eleemosynary cor
poration. See CHARITABLE ORGANIZATION. [Cases:
Internal Revenue C=>4045-4069.]
civil corporation. Any corporation other than a chari
table or religiOUS corporation.
clearing corporation. A corporation whose capital
stock is held by or for a national security exchange or
association registered under federal law such as the
Securities Exchange Act of 1934. corporation
close corporation. (1840) A corporation whose stock
is not freely traded and is held by only a few share
holders (often within the same family). -Ihe require
ments and privileges of close corporations vary by
jurisdiction. Also termed closely held corporation;
closed corporation; (when family owned) family cor
poration. [Cases: Corporations G:::>3.]
collapsible corporation. (1955) A corporation formed
to give a short-term venture the appearance of a long
term investment in order to portray income as capital
gain, rather than profit. -The corporation is typically
formed for the sole purpose of purchasing property.
The corporation is usu. dissolved before the property
has generated substantial income. The Internal
Revenue Service treats the income earned through
a collapsible corporation as ordinary income rather
than as capital gain. IRC (26 USCA)  341 (a). Cf.
collapsi 'p under PARTNERSHIP. lCases:
Interna enue C=>3728.]
common-law corporation. See corporation by prescrip
tion.
conglomerate corporation. See CONGLOMERATE.
controlled corporation. 1. A corporation in which
the majority of the stock is held by one individual or
firm. [Cases: Internal Revenue C=>3643.]2. A corpo
ration in which a substantial amount (but less than
a majority) of the stock is held by one individual or
firm. _ Some states presume control with as little as
10%. [Cases: Corporations C=> 1.4, 1.5.]
controlled foreign corporation. Tax. A foreign corpo
ration in which more than 50% ofthe stock is owned
by U.S. citizens who each own 10% or more of the
voting stock. -These shareholders (known as u.s.
shareholders) are required to report their pro rata
share of certain passive income of the corporation.
IRC (26 USCA)  951-964. -Abbr. CFC. [Cases:
Internal Revenue C=>4119.]
cooperative corporation. An entity that has a corporate
existence, but is primarily organized for the purpose
ofproviding services and profits to its members and
not for corporate profit. -The most common kind of
cooperative corporation is formed to purchase real
property, such as an apartment building, so that its
shareholders may lease the apartments. See COOPERA
TIVE (1). [Cases: Landlord and Tenant G=>350, 352.]
corporation aggregate. 1. See CORPORATION. 2. Hist.
A corporation made up of a number of individuals.
Cf. corporation sole.
"The first division of corporations is into aggregate and
sole. Corporations aggregate consist of many persons
united together into one society, and are kept up by a per
petual succession of members, so as to continue forever:
of which kind are the mayor and commonalty of a city, the
head and fellows of a college, the dean and chapter of a
cathedral church." 1 William Blackstone, Commentaries on
the Laws ofEng/and 457 (1765).
"The corporation aggregate is the typical corporation,
which, at any given time, normally contains a number
of individuals as members. This number may be great
or small, varying from the hundreds of thousands of

392 corporation
burgesses of a large borough to the two members of a
private joint-stock company. It is even said that a corpora
tion aggregate would not necessarily cease to exist if all its
members died, leaving no successors; and this is, probably,
sound doctrine." EdwardJenks, The Book ofEnglish Law 118
(P.B. Fairest ed., 6th ed. 1967).
corporation by estoppel. A business that is deemed, by
operation of law, to be a corporation because a third
party dealt with the business as if it were a corpora
tion, thus preventing the third party from holding a
shareholder or officer ofthe corporation individually
liable. See ESTOPPEL. [Cases: Corporations (:::::;34.]
corpora.tion by prescription. A corporation that,
though lacking a charter, has acquired its corporate
status through a long period ofoperating as a corpo
ration. Such an entity may engage in any enterprises
that are not manifestly inconsistent with the purposes
for which it is assllmed to have been created. -Also
termed common-law corporation. [Cases: Corpora
tions
corporation de facto. See de facto corporation.
corporation de jure. See de jure corporation.
corporation for profit. Seefor-profit corporation.
corporation qualified to do business. See admitted
corporation.
corporation sole. A series ofsllccessive persons holding
an office; a continuous legal personality that is attrib
uted to successive holders ofcertain monarchical or
ecclesiastical positions, such as kings, bishops, rectors,
vicars, and the like. This continuous personality is
viewed, by legal fiction, as having the qualities of a
corporation. Cf. corporation aggregate (2).
"It would have been quite possible to explain in the same
way the devolution of the lands of the Crown, or of a
bishopriC, or of a rectory, from the sovereign, bishop. or
rector, to his successor; but English law has preferred to
introduce for this purpose the fiction, peculiar to itself, of
a 'corporation sole.'" Thomas E. Holland, The Elements of
jurisprudence 350-51 (13th ed. 1924).
"But English Law knows another kind of corporation, the
'corporation sole', in which the group consists, not of a
number of contemporary members, but of a succession of
single members, of whom only one exists at any given time.
This kind of corporation has been described by eminent
legal writers as a 'freak'; but it is a freak which undoubt
edly has a legal existence. It has been said that the Crown
is the only common law lay corporation sole; though the
Master of Trinity College, Cambridge, has been claimed
as another example, and statutory examples, such as the
Public Trustee and the Treasury Solicitor, are conspicuous.
But the examples of ecclesiastical corporations sole are
numerous. Every diocesan bishop. every rector of a parish,
is a corporation sole, and can acquire and hold land (and
now also personal property) even during the vacancy of
the see or living, for the benefit of his successors, and can
bind his successors by his lawful conveyances and con
tracts. But, obviously, the distinction between the bishop
or rector, in his personal and in his corporate character, is
even harder to grasp than that between the members of
a corporation aggregate and the corporation itself .. "
EdwardJenks, The Book ofEnglish Law 118-19 (P.B. Fairest
ed., 6th ed. 1967).
dead corporation. See dissolved corporation. de facto corporation (di fak-toh). An incompletely
formed corporation whose existence operates as a
defense to personal liability ofthe directors, officers,
and shareholders who in good faith thought they
were operating the business as a duly formed corpo
ration. Also termed corporation de facto. [Cases:
Corporations (:::::;28.]
de jure corporation (di juur-ee). A corporation formed
in accordance with all applicable laws and recognized
as a corporation for liability purposes. -Also termed
corporation de jure. [Cases: Corporations
dissolved corporation. A corporation whose charter
has expired or been revoked, relinquished, or volun
tarily terminated. Also termed dead corporation.
Corporations C~617-619.1
domestic corporation. (1819) 1. A corporation that is
organized and chartered under the laws of a state.
The corporation is considered domestic by the char
tering state. Cf. foreign corporation. 2. Tax. Acorpo
ration created or organized in the United States or
under federal or state law. IRC (26 USCA)
(4). [Cases: Internal Revenue C=>3623; Taxation
3485.]
dormant corporation. 1. An inactive corporation; a
legal corporation that is presently not operating. 2. A
corporation whose authority to do business has been
revoked or suspended either by operation of law (as
by failure to pay franchise taxes) or by an act of the
government official responsible for the corporation's
authority.
dummy corporation. (1899) A corporation whose
only function is to hide the principal's identity and
to protect the principal from liability.
ecclesiastical corporation (i-klee-zee-as-t<}-kal).
English law. A corporation that is organized for spir
itual purposes or for the administration ofproperty
held for religious uses. -Also termed religious cor
poration. Cf.lay corporation.
"Ecclesiastical corporations. Corporations created for the
furtherance of religion .... They are of two kinds: (1)
corporations sole, i.e., bishops, certain deans, parsons
and vicars; and (2) corporations aggregate, i.e., deans
and chapters, and formerly prior and convent, abbot and
monks, and the like. Such corporations are called 'religious
corporations,' or 'religious societies,' in the United States."
1 Stewart Rapalje & Robert L. Lawrence, A Dictionary of
American and English Law 432 (1883).
eleemosynary corporation. See charitable corpora
tion.
foreign corporation. (I8c) A corporation that was orga
nized and chartered under the laws ofanother state,
government, or country <in Arizona, a California
corporation is said to be a foreign corporation>.
Also termed alien corporation. Cf. domestic corpora
tion. [Cases: Corporations
'''Foreign' is defined as 'not native or domestic.' This is the
meaning given to the word in the various judicial defini
tions of foreign corporations. With to a particular
state or country, a corporation by or under the
laws of that state or country is a 'domestic corporation,'

393
and any corporation that owes its existence to the laws of
another state, government or country is a 'foreign corpo
ration.' The difference between a domestic and a foreign
corporation of the same kind is one of status, determined
by considerations that are external to the corporation and
not internal or organic. Moreover, foreign corporations
of all classes fall equally within the definition. In many
jurisdictions foreign corporations are defined by statute,