Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/399

 PART V.] CORPORATE ACTS WITHOUT THE STATE. [§ 393. sas, which prescribed the nature of the obligations which each thereby assumed to the others and to the creditors. While the statute of Kansas permitted the forming of the corporation un- der certain conditions, the action of these parties was purely voluntary. In other words, they entered into a contract au- thorized by statute." It is held in Massachusetts that a for- eign corporation may maintain in the Massachusetts courts a bill against the officers of another foreign corporation, against which it holds a judgment obtained in the state where both corporations were organized, for discovery of the names of its stockholders and the number of shares held by each, when the officers of the debtor corporation reside in Massachusetts and its books are kept there, the ultimate object of the bill being to enable the plaintiff, by a suit in its home state, to en- force the statutory liability of the stockholders of the debtor corporation. 1 In the subsequent case of Hancock National Bank v. Farnum 2 the Federal Supreme Court held that under the Constitution of the United States the court of the state in which the share- holders are sued, must give the same effect to a judgment against the corporation rendered in the home state, Kansas, that would have been accorded it in Kansas, and therefore that such judgment is in every court conclusive against shareholders upon those matters as to which it would have been conclusive in Kansas. Giving the opinion of the court, Justice Brewer said : " What then is the faith and credit given by law or usage in the courts of Kansas to a judgment against a corporation ? What is the effect of such a judgment as there established? This is a question not answered by referring to general princi- ples of law, by determining what at common law was the sig- nificance and effect of a judgment, but can be answered only by an examination of the decisions of the courts of Kansas. The law and usage in Kansas, prescribed by its legislature and enforced in its courts, make such a judgment not only conclu- sive as to the liability of the corporation, but also an adjudica- tion binding each stockholder therein. We do not mean that iPost v. Toledo, etc., R. R. Co., 144 Mass. 341. 2 176U. S. 640. Followed in Tomp- kins, Rec'r, v. Blakey, 70 N. H. 584; Childes v. Cleaves, 95 Me. 498; How- ard v. Lombard, 175 Mass. 570; Broadway Nat. Bank v. Baker, 176 Mass. 294. 379