39.
"beings, which are found and remain in actual existence, possessing a fixed identity, a defined ambit of potentiality, having certain capacities and faculties unalterable by the Commonwealth, beings ready to act within their sphere of capabilities in relation to the people of the Commonwealth".
It followed, so Isaacs J held[1], that "[n]ecessarily you cannot legislate for such corporations except with respect to some extraneous circumstances or events, whether trade, or finance, or contracts, &c" (emphasis added).
88 This distinction, between legislation affecting the status or powers of the corporation and legislation with respect to extraneous circumstances or events, is central to the opinion of Isaacs J. On its face, it is a distinction of the kind drawn by Westlake[2]–between matters "concerning only itself or the relations of its members, if any, to it and to one another" and matters concerning its relations with outside parties. But Isaacs J drew the line between the two kinds of law at a different point. He classed[3] as matters falling only within the competence of the legislature responsible for creation of a corporation all matters of "internal administration" necessary to produce "a corporation as a completely equipped body ready to exercise its faculties and capacities". Questions of employment terms and conditions and questions about qualifications of directors were[4] "purely internal management and equipment".
89 At once it can be seen that, by dealing thus with questions of employment, Isaacs J gave a very particular meaning to events and circumstances that were not external to a corporation. It was a meaning which would evidently present great difficulty in distinguishing between what is external or "extraneous" to a corporation and what is not. Especially would that be so if, as Isaacs J thought[5]
to have been "practically conceded" in Huddart Parker (and is now well
