Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/396

 § 392.] THE LAW OF PRIVATE CORPORATIONS. [cHAP. VII. will refuse jurisdiction if the non-residence of the corporation is brought to its attention at any stage of the proceedings. 1 Under Michigan statutes, one foreign corporation may sue another in that state if the cause of action arose there, and both corporations are doing business there. 2 In Massachusetts a non- resident may sue a foreign insurance company, which does business in that state, on a contract made in another state, where the subject-matter of the contract is also situated, although the only service made is on the insurance commis- sioner, whom all foreign insurance companies are required to appoint as their attorney for service of process. 15 Courts will not, however, determine controversies relating to the internal management of a foreign corporation, arising be- tween one set of shareholders and persons claiming to be the officers, as well as shareholders, of the corporation. 4 But the legal relations between a corporation and its shareholders are to be determined by the law of the home state ; and accordingly a state will recognize and apply a statute of the home state 1 Robinson v. Nav. Co., 112 N. Y. 315. Compare as to the rule in the Federal courts, Barrow St'mship Co. v. Kane, 170 U. S. 100. An action on a foreign judgment is not within the third clause of section 1780 of the New York Code. Anglo-Amer. Prov. Co. o. Davis Prov. Co., 169 N. Y. 506. 2 Emerson, Talcott& Co. v. McCor- mick Havesting Machine Co., 51 Mich. 5. For the rule under the South Carolina statute, see Central R. R. Co. v. Georgia Co., 32 S. C. 319. For the rule in Washington, see Carstons v. Leidigh, etc., Lumber Co., 18 Wash. 450.- . 3 Johnston v. Trade Ins. Co., 132 Mass. 432. (The insurance company had appointed the commissioner in accordance with the statute.) See, also, Wilson v. Fire Alarm Co., 149 Mass. 24. And see Abell v. Penn. Mutual Life Ins. Co., 18 W. Va. 400; Desper ». Continental Water Meter 376 Co., 137 Mass. 252. It is held, on the other hand, that a court will not take jurisdiction of- an action for personal injuries caused by a foreign corpo- ration in its own state, although the corporation operates a railroad in the state where the suit is brought. Central R. R., etc., Co. v. Carr, 76 Ala. 388. 4 Wilkins v. Thorne, 60 Md. 253; North State Copper, etc., Co. v. Field, 64 Md. 151; Madden v. Electric Light Co., 181 Pa. St. 617; id., 199 Pa. St. 454; Condon v. Mut. Res. Ass'n, 89 Md. 90; Clark v. Mut. Res. Ass'n, 14 D. C. App. Cas. 154; Barley v. Git- tings, 15 D. C. App. Cas. 427; Stock- ley v. Thomas, 89 Md. 392; Taylor v. Mut. Res. Ass'n, 97 Va. 60. A court will sometimes inquire into the affairs of a foreign corporation, if the for- eign corporation is so situated that the court can give full relief. State ex rel. Watkins v. Land & Timber Co., Ltd., 106 La. 621.