Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/390

 § 388.] THE LAW OF PIUVATE CORPORATIONS. [CHAP. VU. would be valid if made at the same place by a natural person not a resident of the state." -1 § 387. (2) The act or contract must not be contrary to the Nor act laws of the state. Accordingly, if those laws forbid contrary to, • , ,• i « ' • the laws or devises to corporations, a devise to a foreign corpo- Fcy'of "the" rat i° n * s invalid, although by its constitution it may state; De authorized to take in that manner. 2 On similar principles foreign corporations in transacting business must conform to the usury laws of the state; although by their constitutions they are permitted to take a higher rate of interest. 3 Likewise a foreign corporation is subject to the penal laws of the state in which it carries on its operations. 4 § 388. Neither will a state permit foreign corporations by their acts to contravene its public policy as evinced by its legis- lation. 5 But this public policy must be clear and positive. Vt. 433, 442; Middle Bridge Co. v. Marks, 26 Me. 326. It was held in S. A. & A. P. R'y Co. v. S. W. T. & T. Co., 93 Tex. 313, that a foreign telegraph and telephone company complying with the statutory re- quirements to do business in the state could exercise the power of eminent domain. 1 Bard v. Poole, 12 N. Y. 495, 505. Without express permission a foreign corporation cannot carry on a busi- ness not open to individuals. People v. Howard, 50 Mich. 239. 2 Starkweathers. Amer. Bible Soc, 72 111. 50; Boyce v. St. Louis, 29 Barb. 650 ; White v. Howard, 46 N. Y. 144 ; United States v. Fox, 94 U. S. 315 ; cf. Union Nat. Bank v. State Nat. B'k, 155 Mo. 95. Compare § 391. 3 Hitchcock's Heirs v. United States Bank, 7 Ala. 386, 425 ; U. S. Savings, etc., Co. v. Scott, 98 Ky. 695. 4 McGregor qui tarn v. Erie Ry. Co., 35 N. J. L. 115 ; Hinesv. Wilmington, etc., R. R. Co., 95 N. C. 434. 5 See Ewing v. Toledo Savings Bk., 43 O. St. 31. In Illinois the public policy is declared against perpetui- 370 ties in lands, and the Illinois courts hold that a foreign corporation, which is authorized by its charter to buy and sell lands, without any pro- vision to compel it to sell within a certain time, cannot purchase land in Illinois, as that might tend to cre- ate a perpetuity. Carroll v. East St. Louis, 67 111. 568 ; U. S. Trust Co. v. Lee, 73 111. 142. But it has since been held by the Illinois Supreme Court that this rule does not apply to cor- porations incorporated to loan money on real estate securities. United States Mortgage Co. v. Cross, 7 Central L. J. 226 (1878). The Illinois policy against trusts applies to the acts of foreign corporations within the state. Bishop v. Amer. P. Co., 157 111. 284. A foreign loan association can impose no greater re- strictions on the right of a resident member to withdraw than can be imposed by a domestic corporation of the same nature. St. Louis Loan & Inv. Co. v. Yantes, 173 111. 321. To be able to take advantage of the exemption from the usury laws, al- lowed to a domestic loan association, the foreign loan association must