Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/391

 PART V.] CORPORATE ACTS WITHOUT THE STATE. [§ 389. "If the policy of the state or territory does not permit the business of the foreign corporation within its limits, or allow the corporation to acquire or hold real property, it must be ex- pressed in some affirmative way ; it cannot be inferred from the fact that its legislature has made no provisions for the forma- tion of similar corporations, or allows corporations to be formed only by general law." 1 § 389. (3) The third qualification is often stated thus : " The contract must be one which the foreign corporation is permitted by its charter to make.' noticed that the word " charter " is used here in a manner to imply that any disability imposed on a foreign corporation by the general laws of the state creating it, would be disregarded by the courts of another state. And, indeed, this distinction is expressly taken in Hoyt v. Shelden, 3 where it is said : " There is a plain distinction between acts of the foreign corporation, which the charter does not authorize, or which it may forbid, and acts which upon the face of the charter are authorized, but which the general laws of the for- eign state may prohibit." From the context, however, it is apparent that the court did not mean to lay down any general rule to the effect that courts would not recognize restrictions Nor do acts It Will be beyond their pow- ers. show that it is organized under a statute identical with, or substan- tially like, the domestic statute. Rhodes v. Mo. Sav. Co., 173 111. 621. An insolvent foreign corporation can- not make a preferential assignment in Texas, where such are held void, although it could have done so ac- cording to the law of its own state. Fowler v. Bell, 90 Tex. 150. See contra, Vanderpool r. Gorman, 140 N. Y. 563. Cf. Pair point Mfg. Co. D. Watch Co., 161 Pa. St. 17. An in- solvent foreign corporation can pre- fer creditors by mortgaging its real estate in Indiana where it is for- bidden to do so by the laws of its own state. Nathan v. Lee, 152 Itid. 232. A statute limiting the amount of land which foreign corporations may hold can be taken advantage of only by the state. Amer. Mtge. Co. v. Tennille, 87 Ga. 28. See, also, cases in the next note. i Covvell o. Spring Co., 100 U. S. 55, 59; approved in Christian Union v. Yount, 101 U. S. 352, 356. Accord Stevens v. Pratt, 101 111. 206 ; Com- mer. Union Assurance Co. v. Scam- mon, 102 111. 46. And see Carroll v. East St. Louis, 67 111. 568 ; People v. Fidelity, etc., Co., 153 111. 25. 2 Bard v. Poole, 12 N. Y. 495, 505; Hitchcock's Heirs v. United States Bk., 7 Ala. 386, 435; Morris v. Hall, 41 Ala. 510. See, also, Pierce v. Crompton, 13 R. I. 312; Thompson v. Waters, 25 Mich. 214. See Der- inger v. Deringer, 5 Houston (Del.), 416, ante, last note to § 384. 8 3 Bos. (N. Y.) 267, 299. 371