This article is the result of a comment that was posted on Facebook in response to another individual’s original post citing a quote that was totally fake and does not exist in the named court case. As I tend to do in these instances, I called out the original posting individual for not verifying that the case quotation was actually in the written opinion before they posted it as being an actual fact (because it’s not!) and potentially misleading others by doing so. Whether any deception was intentional or not is neither here nor there at the moment, though I will give the benefit of the doubt for the time being as the original poster went back and corrected the post to point out the quote does not exist in the case opinion or even the premise of the subject matter involved in it.
Here is the original post…:
Here is my original comment to that post and the individual’s reply…:
And here is the specific comment on this post that I am wishing to address by means of this article:
I’ve covered this subject in other discussions before, but now it seems like a good time to address it in more specific detail for those truly seeking to understand the facts and reality of things rather than the Patrinut harebrained theories and fake case quotes that have sprung up over the existence of “data universal numbering system” (DUNS) numbers in relation to governmental entities and the Dun & Bradstreet business entity registry and reporting system.
This article touches on three specific points of legality and reality to explain what the real-world facts are and why the Patrinut conjectural ‘facts’ used to formulate their theories are so far off-point the original crew of the NCC-1701 Starship Enterprise couldn’t find them even if it were on a ten-year mission instead of just five.
Those three things are:
- the legal/law aspects of legal entities;
- the reality of how legal entities must function in the real world; and
- the legal, physical, and contractual reasons why the requirements of 1 and 2 are how governmental legal entities must function to serve their intended purposes.
So let’s begin with the statement made in the comment
(corrected for spelling and grammar of course), “The police department has a
DUNS number, Wwhich is [a] duns Dun & Bradstreet [number], Which
proves proving that there they are [a] corporation.”
What actually is a DUNS number? Well, let’s ask the source, Dun & Bradstreet themselves:
There is a maxim of logic that states “Correlation does not equal causation,” which, in layman’s terms simply means, “Just because something is found to be commonly associated with some other thing, that is not absolute proof that the other thing is caused by or is true simply by the mere association of the two.”
Let’s dissect that posted comment, starting with the implication made in the last part, which is that the existence of a DUNS number is proof that a legal entity is a corporation. We begin by looking at some specific facts in relation to corporations of any kind:
- A corporation is created by a set of legal documents titled “Articles of Incorporation,” which contains all of the necessary legal forms and agreements required to establish and register a legal corporate entity within the state in which it wishes to exercise a privilege to do business.
- The legal documents described in point 1 must exist and be filed regardless of whether or not a corporation even applies for a DUNS number, which is entirely optional for corporations to obtain and is not in any way whatsoever a requirement for being incorporated. A DUNS number is created for a business only if that business voluntarily registers with Dun & Bradstreet, and is used primarily as an internal tracking and publicly available reference number for their system only.
- Dun & Bradstreet allows unincorporated business entities to register with their service right alongside incorporated ones.
Logically speaking, one thing that is entirely optional in association with some other thing cannot be proof that the other thing even exists, hence, our maxim of logic is proven to be correct.
Okay, these specific facts alone prove that the comment is totally wrong about what a DUNS number is and does. But wait, there’s more! If you keep reading now, I will throw in some additional clarifying information ABSOLUTELY FREE!! Are you ready? Here goes.
A legal entity, incorporated or not, has no physical form or presence of any kind. Anything that the entity must “do,” it must do through a living individual as its agent. This remains true no matter how many legal entities are chained together in the paper trail of its business, it ultimately falls into the minds and hands of a living breathing individual.
So, how then does a legal entity conduct business, any business, if it can’t act on its own volition and behalf? Simple, the power to act on the entity’s behalf must be assigned to one or more of those living breathing individuals I just mentioned. How is this done? By more paperwork. Words are written down, terms of authority, duties and obligations are set forth, and signatures applied, thus assignments are made. Does this make the assignee a corporation themselves? No, it does not, because you cannot convert a living being into a fiction of law. You can make a living being the fiction’s agent, but not actually one of them.
Now, in order to make contracts with other legal entities, the entire previously described process must take place all over again, words are written down, terms of authority, duties and obligations are set forth, and signatures applied, thus contracts are made. But, who can actually review and sign these contracts? The legal entity has no eyes or mind of its own, so it can’t read or understand the contract in order to accept it. It has no mouth or hands by which it may ask questions or request changes to the terms either verbally or in writing, nor can it sign the agreement in acceptance. It short, the legal entity is as powerless and helpless as an unarmed stark-naked stormtrooper in the hands of a pissed-off Chewbacca.
Enter the assigned agent, aka the corporate officer, legal counsel or appointed employee. Regardless of their official title, the designated agent is the one who is actually responsible for reading, amending, accepting and signing of the contract on behalf of the legal entity, not the legal entity itself. The most important takeaway for the Patrinuts in this scenario is the understanding that natural persons doing all of this as the agent of a corporation does not make these agents a corporation in and of themselves.
This process is how any intelligent individual operating a business, especially an incorporated one, acts and contracts for suppliers, buyers, and internal purchases of supplies and equipment, a place to conduct business, bank accounts, money transfers, etc., etc. ad infinitum. And in every single one of these transactions, there is a living individual that is performing or initiating the actual act itself. At no time does the legal entity leave the room, make a call, or lift a finger on its own behalf, because it is not real, it is a legal concept whose existence is based entirely upon the existence of legal documents, and cannot do any of those things for itself.
Do you get it yet? If any part of the explanation thus far is still eluding your understanding then perhaps you have chosen the wrong thing to make a stand and engage in argument over, because anyone who does understand these facts and realities is going to kick your ass from one end of the debate stage to the other and embarrass you in front of the whole audience. I know this for a fact, because I do it all the time.
But wait, if you keep reading now, I will also throw in this additional bit of information for the low low price of absolutely nothing! Isn’t that a great deal!!!
A governmental entity is no more real than any other form of legal entity. Thus, it requires the exact same legal machinations to function and operate as any other type of legal entity does. This means an assignment of officers, employees, and authorized agents to act on its behalf and in its name for the benefit of the people it was created to serve. It means the same due diligence in the performance of the duties and authority delegated in those assignments as is required of other individuals with similar responsibilities on behalf of other types of legal entities, if not actually more so since they are for public service rather than for profit.
This brings us to another aspect of incorporation when it comes to private corporations versus public corporations, which are not to be confused or conflated with publicly-traded corporations. Private corporations can operate as either for-profit or non-profit, which means they can be used to either make as much money as possible or to provide some benefit to the public in their functions as a non-profit. Public corporations, which is precisely what all public offices operate as, in order to not have a conflict of interest between serving the public equally and equitably as intended versus making a profit at the expense of those services or the people themselves, are morally and ethically required to be 100% non-profit in every single case and, to the best of my knowledge, do not and never have operated upon the concept of publicly traded shares on the stock market like many private forms of publicly-traded corporations do. I don’t say legally because I do not know the entirety of the law on this subject in relation to such public corporations, hence, there may be certain conditions and exceptions of which I am currently unaware. But, as of the date of this writing, I have never been shown any verifiable proof that any such exceptions exist in the body and terms of the law itself.
However, since the public (government) corporations have almost virtually identical needs and requirements for the proper functioning and operation of the public’s business as that of other legal entities engaged in private business, it stands to reason that they would also utilize many of the same processes and procedures for doing so. This brings us full circle to the issue of legal documents and contracts and why they are used by all forms of incorporated and unincorporated business alike, because it’s much easier and convenient to have a standardized means of creating a hard-copy set of policies and procedures that provide for at least some level of responsibility and an accountability trail for virtually every part of the operation, including who the acting agent actually is or is required to be for any given activity.
Now that we have that set of concepts explained (it would be presumptuous of me to say ‘understood’), we can begin to see the necessity in why a governmental entity would incorporate in order to properly function in service of the public. Let’s consider what kind of mess it would be if the business side of government was not allowed to incorporate so as to engage in the same activities as all those other legal entities. We can begin with even the simplest of daily business activities, the purchasing of everyday office supplies and management activities. Who is responsible for determining what supplies are required and how much of them? Who is responsible for picking them up or ordering and paying for them, and from where? Who is responsible for the finances and the bank account? Who tracks and accounts for the money taken in and all expenditures? Who would have access to all the money that comes into the governmental office, as well as monies either posted to the bank account or paid out to vendors, contractors, or payroll? Who balances and closes out all of these accounts at the end of each business day, week, and quarter? Who is responsible for making sure that all the other people are doing their job properly and not stealing or embezzling? Who is responsible for auditing and ensuring the honesty and integrity of those responsible for each and every one of these things? Who do any of these people report to? Who is in charge over what and whom? What power and authority does that person have when something bad is reported? Who is authorized to make and sign contracts with suppliers and vendors on behalf of the governmental office? How did they get authorized and by whom? Who reviews those contracts for fraud and legal compliance? What happens when someone with one of these responsibilities transfers to another office, dies, or quits, who takes over? Who’s responsibility is it to decide who takes over, who is hired, and who is fired? How are personnel informed of the duties of their job and who has the responsibility of training them how to do it properly? Is the person responsible for one contract only authorized to do that particular contract or can they do others? If they can do others, what others, and with whom? And these kinds of day-to-day scenarios go on and on and on….
As you have no doubt surmised by now, a corporate structure and management system goes a long way to answering and resolving many of these questions and issues in a positive manner, and greatly simplifies the functions and operational process of virtually any form of business activity, which even a governmental entity must engage in in order to properly and efficiently function. If this were not the case, then the fraud, waste and abuse so commonly associated with government and many of its contractors would be even more rampant and unaccountable than it is now.
This leads us, finally, to the ability of honest business folks having a means to tell what business entities are reputable, stable, and not in the habit of screwing over other people’s business’ or the public in general. Enter Dun & Bradstreet. Let’s look again at what the stated purpose of their business, and that of the DUNS number itself, actually is:
“A D‑U‑N‑S Number identifies a company’s Dun & Bradstreet business credit file, which may include firmographic data (company name, address, phone number, etc.), corporate family relationships (headquarters, branches, subsidiaries, etc.), and scores and ratings that assess different financial health indicators. Taken all together, this profile of information is called the Dun & Bradstreet Live Business Identity. Potential partners and lenders can request a business credit report about your business using your D‑U‑N‑S Number or other business identifiers. Equally, you can use the D‑U‑N‑S Number to access the same information about any company with which you might wish to work.”
See, Dun & Bradstreet isn’t there to create a corporation or to prove that corporation exists. They are there to collect and report on the credit and business conduct of that legal entity for the benefit of the general public and any other legal business entities as a whole so we, and they, can determine whether or not to engage in business with another business entity or how to best set certain contractual obligations and terms in order to do so at some future date.
In short, the existence of a DUNS number on Dun & Bradstreet for a public (governmental) corporation, or the fact that it is incorporated at all, proves absolutely nothing about the Patrinut “corporation” theory to be even plausibly true and correct.
Now, wasn’t that a bargain!! All of this for the ultra-low price of a few exercised brain cells and reading time. Something the majority of the Patrinuts seem to be seriously lacking.