appointment will not be invalid, because the court has not obtained personal jurisdiction of the foreign company. Naturally, the court will give an ancillary receiver the same remedies and aid, in the collection of the assets of the corporation he represents, that it would give to the receiver of a domestic corporation. Of course, the previous appointment of a receiver in the jurisdiction of the corporate domicile, thereby superseding the power of the company and its agents to look after its affairs, will be a persuasive circumstance, inducing the appointment of an ancillary receiver. The foreign decree, however is not conclusive upon the domestic court. In a case where the revocation of the charter and the appointment of a receiver was the arbitrary act of a revolutionary government which nevertheless continued the company in existence for certain purposes, and it did not appear that the interests of the stockholders generally, or of the local creditors, would be advanced by such a step, the New York court refused to appoint a receiver of the local assets. On the other hand, the appointment of a receiver for the corporation in the jurisdiction of its corporate domicile, is not a condition precedent for such action by the local court. If the situation of the company within the State is such as to afford ground for such action, a receiver will be appointed to take charge of the assets within the jurisdiction." But

1 Glines v. Order of Iron Hall, 20 N. Y. Sup. 275. See also DeBemer v. Drew, 57 Barb. 438.

"National Trust Co. v. Miller, 33 N. J. Eq. 155.

3 Williams v. Hintermeister, 26 Fed. Rep. 889; National Trust Co. v. Miller, 33 N. J. Eq. 155: Redmond v. Hoge, 3 Hun, 171.

4 Hamilton v. Accessory Transit Co., 26 Barb. 46.

5 De Bemer v. Drew, 57 Barb. 438.

where, under the local statutes, the court has no power to appoint a receiver of the property and assets of a non-resident debtor, a receiver of the assets of an insolvent foreign corporation will not be appointed. A corporation is a "resident," within the meaning of such a statute, only of the State by which it was created.'

§ 487. Insolvency-Remedies of Local Creditors. -Although the insolvency of a corporation impresses upon its assets everywhere the character of a trust fund for its creditors,' the title which the receiver, assignee, trustee or other legal successor to the insolvent estate, takes to the corporate assets located beyond the jurisdiction, of the corporate domicile, is subject to the usual legal remedies of creditors who are citizens of such foreign jurisdiction. Therefore, unless, indeed, it appears that the order appointing the receiver was accompanied by a decree dissolving the corporation, the rights of an attaching creditor, a citizen of another State, who has levied upon assets there, will not be affected.'

1 Stafford v. American Mills Co., 13 R. I. 310. Compare Phillips v. Newton, 12 R. I. 489.

2 Ante, § 479.

3 Booth v. Clark, 17 How. 336-338; Blake v. Williams, 6 Pick. 286; May v. Breed, 7 Cush. 41, 42; Holmes v. Remsen, 20 John. 259; Milne v. Moreton, 6 Binn. 353; Merrick's Estate, 2 Ashm. 485, 5 Watts & S. 9, 19; Bagby v. Atlantic, etc. R. Co., 86 Pa. St. 291; Patterson v. Lynde, 112 III. 196; National Trust Co. v. Murphy. 30 N. J. Eq. 408; Falk v. Janes, 49 N. J. Eq. 484, 23 Atl. Rep. 813; Willitts v. Waite, 25 N. Y. 577; Taylor v. Columbian Ins. Co., 14 Allen, 353. Compare Burk v. McLain, 1 Har. & McHen. 236; Leipold v. Marony, 7 Lea, 128. Contra: Mulliken v. Aughinbaugh, 1 Penn. 117.

4 Taylor v. Columbian Ins. Co., 14 Allen, 353; Willitts v. Waite, 25 N. Y. 577; City Insurance Co. v. Commercial Bank, 68 Ill. 348; Life Assn. v. Fassett, 102 Ill. 315; Dunlap v. Patterson Fire Ins. Co., 12 Hun, 627, affirmed 74 N. Y. 145; Bartlett v. Wilbur, 53 Md. 485.

§ 488. Charter Provisions for Liquidation. Where the sovereignty which creates a corporation, anticipates the contingency of its insolvency and dissolution and in granting its corporate franchise makes provision for such a result, providing a scheme of liquidation and directing how its assets shall be preserved and finally distributed among its creditors, such enactments become a part of the corporate charter, which goes with the company wherever its existence is recognized, and all persons dealing with it in whatsoever jurisdiction, are charged with notice thereof and bound thereby.' Thus, where the charter provided that in the event that the capital of a life insurance company becomes impaired, it shall be the duty of the insurance commissioner to proceed against the company to annul its charter and wind up its affairs; and further provided a scheme of liquidation, which contemplated the audit and allowance of all demands against the corporation, including the reserve due on all outstanding policies, it was held that policy holders in another State must be presumed to know the terms of its charter, and of the laws regulating its existence, and that after such proceedings have been instituted against it, in the State of its creation, they cannot maintain suits against it for the reserve value of their policies, by attachment of the property of the company within the other State, but must be remitted to their remedy under the scheme of liquidation so pro

1 Fry v. Charter Oak Life Ins. Co., 31 Fed. Rep. 197; Relfe v. Rundle, 103 U. S. 222, 12 Cent. L. J. 130; Bockhover v. Life Association, 77 Va. 85, 6 Am. & Eng. Corp. Cas. 603; Rundel v. Life Assn., 10 Fed. Rep. 720; Davis v. Life Assn., 11 Fed. Rep. 781; Taylor v. Life Assn., 13 Fed. Rep. 493. Compare Willitts v. Waite, 25 N. Y. 577; Bishop v. Globe Co., 135 Mass. 132.

vided.' The same principle applies to an action against such a company on a death claim, under similar circumstances." And where the charter specially provided for a receiver in the event of the company's insolvency, a domestic receiver, appointed in pursuance of such provision, was held to be entitled to control of assets even in a foreign jurisdiction. And so, too, where the provision is that a certain specified official shall become the company's successor, and that its assets shall vest in him to be properly distributed among its creditors, the claims of such official to the corporate assets will be preferred to those of local attaching credit

ors.'

§ 489. Local Regulations of Insolvent Companies. -General provisions of statute law regulating the affairs of insolvent corporations and controlling their officers and directors in the disposition of corporate assets, or giving specific remedies to corporate creditors, cannot, as a rule, be applied to a foreign corporation, the rules governing the internal management of which are necessarily to be found in the law of the State from which it derives its charter. Thus, a statute forbidding insolvent corporations to transfer any property to their officers or stockholders for the payment of any debt, has been held inapplicable to foreign companies." So, too, of a statute authorizing a judgment creditor of a corporation,

1 Fry v. Charter Oak L. Ins. Co., 31 Fed. Rep. 197.

2 Weingartner v. Charter Oak Life Ins. Co., 32 Fed. Rep. 314.

3 Parsons v. Charter Oak L. Ins. Co., 31 Fed. Rep. 305.

4 Bockhover v. Life Association, 77 Va. 85, 6 Am. & Eng. Corp. Cas. 603; Rundel v. Life Assn., 10 Fed. Rep. 720; Davis v. Life Assn., 11 Fed. Rep. 781; Taylor v. Life Assn., 13 Fed. Rep. 493.

5 Hill v. Knickerbocker E. L. & P. Co., 18 N. Y. Supp. 813, mem. 63 Hun. 632.

upon return of nulla bona execution, to maintain. an action for sequestration of its property, and for the appointment of a receiver; no such action will lie against a foreign company.'

As we

§ 490. Insolvency of National Banks. have seen elsewhere corporations created by Congress are not, properly speaking, foreign corporations at all, and it is not proposed at this place to enter upon a discussion of the insolvency of national banks. There are provisions, in the general banking law, for winding up such banks under the direction of the comptroller of the currency; and while it has been held that these are not exclusive of the power of the courts to appoint receivers upon a judgment-creditor's bill, there seems to be no question that the ultimate jurisdiction in such cases rests in the Federal courts."

1 Burgoyne v.

2 Ante, § 440.

Eastern, etc. Ry. Co., 13 N. Y. Supp. 537.

3 Rev. Stat. U. S. Tit. 62.

4 Wright v. Merchants' Nat. Bank, 1 Flip. 568.

5 Merchants', etc. Bank v. Masonic Hall, 63 Ga. 549.