TOMLJANOVICH, Justice.
The petitioner, Nicollet Restoration, Inc., seeks review of a court of appeals decision which held that a corporation must be represented by a licensed attorney when appearing in district court notwithstanding that the action originated in conciliation court. We affirm.
This is a commercial landlord-tenant dispute. The petitioner, a corporation, commenced an action in conciliation court against respondent for unpaid rent and cleaning charges. Both petitioner and respondent appeared without counsel at the May 17, 1990, hearing. Judgment for the petitioner was entered in the amount of $1,862. Respondent then removed the case to district court for a trial de novo.
This action proceeded to trial on April 1, 1991, with petitioner seeking to appear by its president. It is undisputed that the president of the corporation is not a licensed attorney. At the opening of trial, respondent's attorney moved for dismissal based on the petitioner's decision to appear
Generally, a corporation must be represented by a licensed attorney when appearing in court, regardless of whether the person seeking to represent the corporation is a director, officer or shareholder. See Annotation, Propriety and Effect of Corporation's Appearance Pro Se, Through Agent Who is Not Attorney, 19 A.L.R.3d 1073 (1968). This prohibition is rooted in the common law. "At common law `. . . a plea by a corporation aggregate, which is incapable of a personal appearance, must purport to be by attorney.'" Strong Delivery Ministry Ass'n v. Board of Appeals of Cook County, 543 F.2d 32, 33 (7th Cir.1976) (quoting 1 Chitty On Pleading 550 (12th Am.Ed.1855)). In Osborn v. Bank of the United States, 22 U.S. (9 Wheat.) 738, 830, 6 L.Ed. 204 (1824), Chief Justice Marshall noted that, "A corporation, it is true, can appear only by attorney, while a natural person may appear for himself." See also Commercial & Railroad Bank of Vicksburg v. Slocomb, Richards & Co., 39 U.S. (14 Pet.) 60, 65, 10 L.Ed. 354 (1840) ("[A] corporation cannot appear but by attorney").
Minnesota follows the common law rule that a corporation may appear only by attorney. We first touched upon this rule in Banks v. Pennsylvania Ry. Co., 111 Minn. 48, 126 N.W. 410 (1910). In finding jurisdiction over a foreign corporation which appeared generally and entered an answer on the merits, we stated:
Banks, 111 Minn. at 54, 126 N.W. at 411 (emphasis supplied). Sixteen years later, we directly addressed the common law rule in Cary & Co. v. F.E. Satterlee & Co., 166 Minn. 507, 208 N.W. 408 (1926). We held:
Cary, 166 Minn. at 509, 208 N.W. at 409. Although we have not had the opportunity to address the common law prohibition since Cary, it is still controlling precedent which prohibits a non-attorney agent from appearing on behalf of a corporation in district court.
In order to understand the importance of this prohibition, it is necessary to examine its underlying rationale. A non-attorney agent of a corporation is not subject to the ethical standards of the bar and is not subject to court supervision or discipline. The agent knows but one master, the corporation, and owes no duty to the courts. In addition, a corporation is an artificial entity which can only act through agents. To permit a lay individual to appear on behalf of a corporation would be to permit that individual to practice law without a license. The purpose behind attorney licensing requirements "is the protection of the public and the courts from the consequences of ignorance or venality." Strong Delivery Ministry, 543 F.2d at 33 (citation omitted). The Seventh Circuit Court of Appeals explained:
Id. at 33-34 (citations omitted). Thus, there are strong public policy considerations on which the prohibition is based. "[Any] departure [from the general policy that corporate representation must be by lawyers] should always be cautiously controlled to avoid the dangers inherent in representation by those without legal training or professional discipline and standards." Employers Control Serv. Corp. v. Workers Compensation Bd., 35 N.Y.2d 492, 364 N.Y.S.2d 149, 323 N.E.2d 689, 692 (1974).
Petitioner argues that Minn.Stat. § 481.02, subd. 2 (1990)
Even assuming that Minn.Stat. § 481.02, subd. 2, could be construed to permit a corporation to appear by or through a non-attorney agent, such a construction would raise serious constitutional problems. Since corporations are distinct legal entities, any individual attempting to appear on behalf of the corporation would, in effect, be practicing law. Based on the legislature's power to enact criminal statutes, it is clear that the legislature has the authority to determine who may or may not be prosecuted for the unauthorized practice of law. This, however, does not mean that the legislature may decide who may properly practice law before the courts of this state. Under Article 3, Section 1 of the Minnesota Constitution, this power is vested solely in the judiciary. Minneapolis Star & Tribune Co. v. Housing & Redevelopment Auth., 310 Minn. 313, 318, 251 N.W.2d 620, 623 (1976). Art. 3, § 1 provides:
In Sharood v. Hatfield, 296 Minn. 416, 425, 210 N.W.2d 275, 280 (1973), we held that, "[T]he power to make the necessary rules and regulations governing the bar was intended to be vested exclusively in the supreme court, free from the dangers of encroachment either by the legislative or executive branches." Id. at 425, 210 N.W.2d at 280 (citation omitted). We explained:
Sharood, 296 Minn. at 426, 210 N.W.2d at 281 (citation omitted) (emphasis supplied). Therefore, legislative enactments which purport to authorize certain classes to practice law in the courts of this state are not controlling upon the judiciary. As such, we reaffirm our conviction that a corporation must be represented by a licensed attorney when appearing in district court.
We have considered the petitioner's remaining arguments and find them to be without merit.
Affirmed.
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