Page images
PDF
EPUB

a case arising under the statute of California requiring all corporations to file certain annual reports, and providing that no company, which failed to do so, should maintain or prosecute any suit in the courts of the State,' such an omission was held, by the Federal court in that State, not to disqualify a foreign corporation from maintaining a suit in that court."

§ 333. Scope of These Decisions.-These decisions cannot be regarded as going further than to declare the invalidity of State laws, which seek to deprive foreign corporations of the constitutional right of removing suits, brought against them in the State courts, to the Circuit Court of the United States. It is not proper to assume, unnecessarily, that the Supreme Court of the United States intended to overrule the long line of decisions of that court and of other courts, in which the right of the States, as distinct sovereigns, is admitted to exclude, regulate or control, as they see fit, foreign companies which assume to do business within their respective jurisdictions, as long as the laws enacted for that purpose do not limit or infringe any right given or secured by the constitution or laws of the United States. If, for instance, a State should enact that no foreign corporation, or no foreign corporation of a particular class, should be admitted at all to do business in the State, we appre

v. Piggott, 94 Ind. 14; Chicago, etc. R. Co. v. Becker, 32 Fed. Rep. 849; Metropolitan Ins. Co. v. Harper, 3 Hughes, 260; Hartford F. Ins. Co. v. Doyle, 6 Biss. 461. Compare Northwestern Mut. L. Ins. Co. v. Brown, 36 Minn. 108, 31 N. W. Rep. 54.

1 St. Cal., 1876, p. 729.

2 Bank v. Barling, 44 Fed. Rep. 641. Compare Union Trust Co. v. Rochester, etc. R. Co., 29 Fed. Rep. 609; Phelps v. O'Brien, 2 Dill. 518. 3 Ante, §§ 3, 32-45.

hend that, except perhaps as to foreign companies engaged in interstate commerce, the regulation of which is reserved by the constitution to the Federal government, there could be no doubt as to the validity of such a statute, as an exercise of the sovereign power of the State. The right of an artificial person, to do business in the State, is not, with possibly the single exception mentioned, a right secured and protected by the constitution and laws of the United States.' If the State should go further and declare that any foreign company or association of foreign individuals might become incorporated under its laws and then do business within its territory, such a statute would evidently be within the power of the State as a sovereign. Such foreign corporations, as accepted the provisions of the statute and took local charters, would become, in the strictest sense of the word, domestic companies. And, as a consequence, the Federal courts would have no jurisdiction of suits against them by citizens of the State. And we take it that the validity of such a statute could not be questioned, on authority of the cases discussed in the foregoing sections. An instance of such restrictive legislation is found in the statutes of some States which provide that the right of eminent domain shall be exercised only by domestic companies. There is no instance in the books in which the validity of such an act has been questioned, although in the nature of things they are more generally applicable to railroad companies, engaged in interstate com

1 Bank of Augusta v. Earle, 13 Pet. 586; Paul v. Virginia, 8 Wall. 181; Ducat v. Chicago, 10 Wall. 410.

2 Ante, § 298; post, Ch. X.

merce, than to other foreign companies.' It would seem, then, that the way in which the rule embodied in those cases must be interpreted so as to be consistent with a long line of well considered cases of both Federal and State courts, is to limit its application to State legislation which, while admitting foreign companies, as foreign companies, to do business within the State, undertakes to restrict their constitutional right to refer their controversies to the Federal courts.

1 Trester v. Mo. Pac. Ry. Co., 23 Neb. 242, 36 N. W. Rep. 502; State ex rel. v. Scott, 22 Neb. 628, 36 N. W. Rep. 121.

ARTICLE V.-ORIGINAL JURISDICTION OF SUPREME

§ 338.

COURT.

Original Jurisdiction of Supreme Court.— The original jurisdiction of the Supreme Court of the United States, over controversies "between a State and citizens of another State,' "" will not extend to a suit by a State on a judgment against a foreign corporation for penalties imposed for failure to comply with the statutory conditions upon which such companies were permitted to do business within the State. It is true, as we have seen elsewhere,' that, for jurisdictional purposes, a corporation is a "citizen" of the State where it was organized, and that in that respect the case comes within the language of the constitution. But on the wellestablished principle that courts will not enforce the penal laws of another sovereign,' the Supreme Court held that its original jurisdiction under that clause is limited to controversies of a civil nature."

1 Const. U. S., art. 3, § 2.

2 Ante, § 294.

3 The Antelope, 10 Wheat. 66, 123. See post, Ch. VI.

4 Wisconsin v. Pelican Ins. Co., 127 U. S. 265; 8 S. C. Rep. 1370.

CHAPTER V.

POWER OF FOREIGN CORPORATIONS TO TAKE AND
CONVEY LAND.

SECTION.

343. Real Estate Governed by Lex Rei Sitæ.

344. Power to Hold Land not a Prerogative Franchise.

345. Implied Powers of Foreign Company.

346. Implied Power to Take Title as Security, or in Satisfaction of Debts, etc.

347. Presumption in Favor of Validity of Title.

348. Powers under Regulations of Corporate Domicile.

349. Powers Repugnant to Local Policy.

350. Local Policy must Appear Affirmatively.

351. Illustration-Illinois Rule Against Perpetuities.

352. Exceptions to Rule of Equality Between Domestic and Foreign Companies.

353.

Ultra Vires Title-When Voidable Only.

354. Same-Failure of Company to Comply with Statutory Regu

lations.

355. Same-Foreclosure Proceedings.

356. Same-When Protected by Doctrine of Estoppel.

357. When Ultra Vires Title is Absolutely Void.

358. Local Statutory Restrictions-Evasion.

359. Construction of Such Statutes-Mortgage.

360. Power to Take by Devise.

361. Same-Statute of Wills of Corporate Domicile.

362. Same-When not Prohibited by Law of Domicile.

363. Devise to Corporation as Trustee of Charitable Trust.

364. Conveyances.

365. Prescription as to Realty.

366. Right of Eminent Domain.

§ 343.

Real Estate Governed by Lex Rei Sitæ.

By a legal fiction all personalty or "movables" are supposed to be at the place of the domicile of

« EelmineJätka »