Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/394

 § 392.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. v. Waters, 1 to the effect that a court will recognize in a foreign corporation "no powers or capacities which would not be re- cognized and sustained by the courts of" the state incorporat- ing it, "had the same question of capacity to take these lands come before them for adjudication." This latter distinction finds illustration in decisions constru- ing the validity of devises of lands to foreign corporations. If, for instance, in Ohio, certain corporations are allowed to take land by devise, a prohibition in the laws of the state in- corporating the foreign corporation will not invalidate a devise to it of Ohio land. 2 Indeed, is there any reason to suppose that the courts of the state incorporating the corporation would apply its own statute forbidding devises to corporations, to in- validate a devise to the corporation of land situated in a state where no such prohibition existed ? Would they not rather apply the law of the state where the land was situated ? as- suming such a question to be brought before them, which is improbable. 3 § 392. As the courts of a state will enforce contracts at the suits of a foreign corporation, so they will entertain an action against it. 4 But the subject-matter of the suit must Actions against not be such that the court will decline to assume portions 01 " jurisdiction, as, for instance, on account of its in- ability to do complete justice in the matter. 5 i 25 Mich. 214, 218. 2 Amer. Bible Soc. v. Marshall, 15 Ohio St. 537; White v. Howard, 38 Conn. 342. Contra, House of Mercy v. Davidson, 90 Tex. 529. Compare §386. 3 On the other hand, it has been held that when a corporation is char- tered to do business in another state, the liabilities of its shareholders should be governed by the statutes of the foreign state fixing the liability of shareholders. Pinney v. Nelson, 183 U. S. 144. 4 N. O. J. and G. N. R. Co. v. Wal- lace, 50 Miss. 244; North Missouri R. R. Co. v. Akers, 4 Kans. 453; City Fire Ins. Co. v. Carrugi, 41 Ga. 660; Bushel v. Commonwealth Ins. Co., 15 S. & R. 176; St. Louis Perpetual Ins. Co. v. Cohen, 9 Mo. 416, 441; Newby v. Colt's Patent Fire Arms Co., L. R. 7 Q. B. 293; Libby v. Hodgdon, 9 N. H. 394; Equitable Life Ass. Soc. v. Vogel's Executrix, 76 Ala. 441; Selma, etc., R. R. Co. v. Tyson, 48 Ga. 351; Amer. Casualty Co. v. Lea, 56 Ark. 539; Alabama Gt. S. Ry. Co. v. Fulghum, 87 Ga. 263. The stock (i. e., shares) of a foreign corporation having its office aud prin- cipal business within this state (New York) is not subject here to attach- ment as property within this state, 6 Kansas and E. R. R. Cons. Co. v. Topeka, etc., R. R. Co., 135 Mass. 34. 374