The law struggled with this problem in amusing ways. For example, property was sometimes devised to the saint after whom a parish was named, or to the four walls of a church building. Under these circumstances, the local bishop or priest was the agent or administrator. Therefore, it was only a short leap in logic to incorporate the agent."

The hierarchical polity of the English church was well suited to this type of corporate structure. However, it was still another one hundred fifty years before a civil corporation sole appeared when Lord Coke ascribed corporateness to the crown. "Blackstone confidently called this development uniquely English." In one sense, he is correct, but modern scholarship also finds a powerful Roman Catholic Canon Law influence on the process.

For all its singularity, the sole corporation had many detractors. In fact, Maitland and Pollock
particularly thought it was an anomaly, a "strange conceit," a "juristic abortion," an "unhappy freak
of English law,"" and a "useless figment of shreds and patches."

Some of the criticism came from theorists who objected to the philosophical underpinnings of the fictitious personality of the corporation sole. But practical problems were also evident. The courts accepted some officers as corporations, yet resisted the corporate claims of others similarly situated. This inconsistency may explain why the corporation sole was not widely extended to other civil officers.

Other practical questions were also raised. What claims on corporate property might arise from the
heirs of a deceased incumbent? What limits on fraudulent transfer by a dishonest incumbent? Is a
separate accounting required for the incumbent as a corporation and as a private person? Is there a
quasi-fiduciary relationship between the corporation sole and his successors?

Added to these questions are several other crucial problems:

What happens to the corporation during the illness or absence of the incumbent; and who manages the property, and with what legal force, during an interregnum? These practical considerations were
more difficult than the theoretical questions. Yet for all the inconsistency of application and the
eccentricity of the concept, the corporation sole has endured in some form for more than five centuries.

III. Transition from "Old" to "New"

"At a very early period the religious establishment of England seems to have been adopted in the colony of Virginia, and, of course, the common law upon that subject, so far as it was applicable to the circumstances of that colony." Justice Story went on to count the corporation sole as among the "general rights" of the Episcopal Church "growing out of the common law. After the revolution, "the Episcopal Church no longer retained its character as an exclusive religious establishment," but the Supreme Court still recognized the rights of the parson as a corporation sole to continue in full force.

After the Declaration of Independence, early case law indicated that the corporation sole lived on.
"However, sometimes it was found in its pure common law form, other times in a variant form." In New England, title to the real property of territorial parishes was occasionally vested in the resident
clergyman. In the South, the Episcopal glebe was usually held by the minister-in-charge (whatever his title), just as in England. "The most numerous group of private corporations in the colonies comprises those which were concerned with religious worship."

The corporation sole, however, applied only to the clergy of the churches that were or had been legally and formally established. In another early opinion written by Justice Story, the Supreme Court voided a royal grant of land to the Episcopal Church in New Hampshire. The decision was based on the grounds that no one was legally competent to accept title, since that state had never had an established church, even in colonial days."

The link with church establishment sealed the fate of the common law corporation sole in America. The first amendment technically did not require states to disestablish a church. By implication, however, establishment was doomed by the Bill of Rights and without religious establishment; the rights of establishment were moot.

The civil form of the corporation sole never really took hold in the United States. The king was the
most obvious civil corporation sole in colonial days.  After the Revolution, however, only a few minor officers in some states were accorded a corporate identity probate judges and town supervisors."

The governor of a state was regarded as a corporation only in Tennessee. For the most part, the powers and duties of public officers were adequately defined by statute. Incorporation was not necessary to guarantee bonds or contracts, or to continue lawsuits.

Beginning in the first half of the nineteenth century, however, new social and religious forces gave a
revived impetus to the sole corporation. The chief thrust came from a most unlikely source. When John Carroll was chosen as the first Roman Catholic bishop in the United States in 1789, gaining secure title to the property of his church in the various states and territories was one of his most pressing tasks. This task was by no means easy.

Roman Catholicism had no legal standing in England and its position in the new nation was awkward. Although Catholicism shared the fruits of the first amendment, it had a structure that many Americans judged to be autocratic and monarchical. At that time, congregational ownership of church property was natural to many denominations in America, but was contrary to long-established Roman Catholic policy.
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