be ignored. But there is no room to doubt that a consolidated company is so far a legal whole that it may perform valid corporate acts, bind itself by contract or incur liability for its torts equally in all the States from which it derives its powers.' A stockholders' meeting can be legally held in either of them. And a judgment rendered in one will bind the company everywhere." A mortgage, though executed in but one State, will fix a lien upon its property extending through several States. Upon foreclosure the court having jurisdiction of the mortgagor and trustees may, acting upon a well-recognized principle of equity, decree the conveyance of that portion of the property in other States, and if necessary enforce the decree by process against the defendants."

§ 464. Same-Infringement of Corporate Name.— We have seen elsewhere that the doctrine of comity which permits the foreign company to do business in the jurisdiction, does not go to the extent of protecting its corporate name, against infringement by a domestic company, seeking incorporation under the same name." In Drummond Tobacco Co. v.

1 Union Trust Co. v. Rochester, etc. R. Co., 29 Fed. Rep. 609; Chicago, etc. R. Co. v. Moffitt, 75 Ill. 524; Graham v. Boston, etc. R. Co., 118 U. S. 161, 14 Fed Rep. 753; Covington, etc. B. Co. v. Mayer, 31 Ohio St. 317; Muller v. Dows, 94 U. S. 444; State v. Northern Central Ry. Co., 18 Md. 193; Wilmer v. Atlanta, etc. Ry. Co., 2 Woods, 409.

2 Graham v. Boston, etc. R. Co.. 118 U. S. 161, affirming s. C., 14 Fed. Rep. 753; Covington, etc. B. Co. v. Mayer, 31 Ohio St. 317.

3 Union Trust Company v. Rochester, etc. R. Co., 29 Fed. Rep. 609. But not an interlocutory order. Taylor v. Atlantic, etc. R. Co., 55

How. Pr. 275.

4 Muller v. Dows, 94 U. S. 444.

See also State v. Northern Cent. Ry.

Co., 18 Md. 193; Wilmer v. Atlanta, etc. Ry. Co., 2 Woods, 409; Racine, etc. R. Co. v. Farmers' Loan & T. Co., 49 Ill. 331, 95 Am. Dec. 595. Б Ante, § 24.

POWERS, PRIVILEGES AND EXEMPTIONS.

327

Randle,' the Supreme Court of Illinois held that if the persons composing a domestic corporation in that State should also become incorporated under the laws of a foreign State, the two organizations would be distinct corporate bodies, and that an injunction would not be granted, at the instance of the domestic company, to restrain the formation of another Illinois company, by other parties, on the ground that it would have the effect to injure the business of the foreign company, buying and selling in the State of Illinois; that the domestic company, having practically abandoned its business in the State, cannot keep up its organization, only in name, for the purpose of preventing others from transacting the same business; that it cannot maintain a bill in equity to restrain the formation of another company of similar name, to engage in the same business, when none of its trade-marks are sought to be infringed.

§ 465. Same-Specific Performance of Foreign Contract. But it has been held that whilst, for some purposes, a corporation chartered in two States may be regarded as one entire entity, yet a court of chancery in one of the States has no power to compel such a company, by sequestration and attachment of its property, to go into another State and specifically execute a contract to maintain certain ditches, cattle gaps, etc., on plaintiff's land.'

§ 466. Powers, Privileges and Exemptions of the Component Companies.-The powers, privileges and exemptions of the component companies, will, in the absence of legislative restrictions, pass to the

1114 Ill. 412.

2 Port Royal R. Co. v. Hammond, 58 Ga. 523.

consolidated company to be enjoyed exactly as previously held, neither enlarged nor diminished by the consolidation.' Thus, where property of one of several railroads was exempt from taxation under its charter, that exemption was held not to be affected by the subsequent consolidation of the companies, but could be claimed by the consolidated company to the extent to which it had applied to the property of the original company, and no further.' And the power, vested in one of the component companies, to borrow money and issue and dispose of bonds and mortgage their property and franchises, may be validly exercised by the consolidated company. Of course the consolidation cannot have the effect to extend the operation of the laws of one State into the jurisdiction of another, notwithstanding the statutes authorizing it purport to vest in the new company, the rights and privileges which the original companies had previously possessed under their separate charters.*

3

§ 467. Liabilities of Component Companies.-The consolidated company succeeds to the liabilities, as well as the privileges and exemptions, of its component elements. Thus, where a railroad corporation had, in violation of its charter, so constructed a

1 Philadelphia, etc. R. Co. v. Maryland, 10 How. 376; Minot v. Philadelphia, etc. R. Co., 18 Wall. 206; Pittsburg, etc. R. Co. v. Reich, 101 Ill. 157; State v. Comrs. on Railroad Taxation, 37 N. J. L. 240; Mead v. New York, etc. R. Co. 45 Conn. 199; Commonwealth v. Pittsburg, etc. R. Co., 58 Pa. St. 26; Tarpey v. Deseret Salt Co., 5 Utah, 494, 17 Pac. Rep. 631.

2 Philadelphia, etc. R. Co. v. Maryland, 10 How. 376; Chesapeake, etc. R. Co. v. Virginia, 94 U. S. 718; Tomlinson v. Branch, 15 Wall. 460; Branch v. Charleston, 92 U. S. 677. Compare Railroad Co. V. Maine, 96 U. S. 499; Railroad Co. v. Vance, 96 U. S. 450.

3 Cooper v. Corbin, 105 Ill. 224, 233.

4 Minot v. Philadelphia, etc. R. Co., 18 Wall. 206.

bridge over a non-navigable stream as to obstruct the flow of water, it was held that the consolidated company into which it was merged was liable directly, and could not claim the position of a grantee whose grantor had created a nuisance, and that, therefore, it was not entitled to notice and request to abate, before an action could be maintained.1

§ 468.

Same Unauthorized Consolidation. Where a domestic railroad company, unauthorized to consolidate, permits a foreign company to operate a part of its road within the State, under an oral contract, there is, of course, no legal consolidation, but it will be assumed, when the question arises, that whatever was done, in the way of operating the road, was done by the domestic company and it will be held liable for injuries sustained.'

1

1 Chicago, etc. R. Co. v. Moffitt, 75 Ill. 524.

Ricketts v. Chesapeake, etc. R. Co., 33 W. Va. 433, 10 S. E. Rep. 801.

CHAPTER XI.

DISSOLUTION AND INSOLVENCY.

SECTION.

474. Corporation can be Dissolved only in Corporate Domicile. 475. Same-Validity of Decree.

476. Same-Interstate Consolidated Company.

477. Effect of Dissolution-On Corporate Powers.

478. Same-On Pending Actions.

479. Same-On Corporate Assets.

480. Same-On Corporate Real Estate.

481. Same-On Rights of Shareholders.

482. Local Courts can Protect Local Assets.

483. Same-Creditors in Corporate Domicile.

484. Actions by Receivers of Foreign Companies.

485. Suits by Assignees, Trustees, etc., of Foreign Companies.

486. Local Receivership.

487. Insolvency-Remedies of Local Creditors.

488. Charter Provisions for Liquidation.

489. Local Regulation of Insolvent Companies. 490. Insolvency of National Banks.

§ 474. Corporation can be Dissolved Only in Corporate Domicile.-The power of the State over the foreign corporation extends no farther than to prescribe regulations under which it may exist and do business within the jurisdiction, or to exclude it altogether from the State. It has no visitorial powers over the company, and no concern with its internal organization, or the relations of the members to each other and to the company. These are fixed, regulated and controlled by the law of the corporate domicile.

It follows that the dissolution