Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/400

 § 394.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. it is conclusive as against any individual sued as a stockholder that he is one, or if one, that he has not already discharged by payment to some other creditor of a corporation the full meas- ure of his liability, or that he has not claims against the corpo- ration, or judgments against it, which he may, in law or equity, as any debtor, whether by judgment or otherwise, set off against a claim or judgment, but in other respects it is an adjudication binding him. He is so far a part of the corporation that he is represented by it in the action against it. 1 .... " Now, as the judgment rendered in the Kansas court is in that state not only conclusive against the corporation but also binding upon the stockholder, it must, in order to have the same force and effect in other states of the Union, be adjudged in their courts to be binding upon him, and the only defences which he can make against it are those which he could make in the courts of Kansas. The question to be determined in this case was not what credit and effect are given in an action against a stockholder in the courts of Khode Island to a judgment in those courts against the corporation of which he is a stockholder, but what credit and effect are given in the courts of Kansas, in a like action to a similar judgment there rendered. Thus and thus only can the full faith and credit prescribed by the con- stitution of the United States and the act of Congress be se- cured.'' § 394. A court has no jurisdiction either to dissolve a foreign T. 3 . . corporation, 2 or compel a distribution of its assets. Jurisdiction ~ > i _ ^ over assets even though its trustees are residents; 3 or to enjoin corpora? 1 the directors of such a corporation from paying a tlons ' dividend, where no debt is due the plaintiff, and his ground of complaint is merely a supposed error on the part of the directors in declaring the dividend, 4 or to appoint a re- ceiver of a foreign corporation. 5 But it has been held that a 1 Citing Ball v. Reese, 58 Kan. 614. shareholder in a foreign corporation. 2 Dodge v. Pyrolusite Manganese Co., 69 Ga. 605. a Redmond v. Enfield Mfg. Co., 13 Abb. Pr. N. S. (N. Y.) 332. See Wilkins v. Thorne, 60 Md. 253 ; North State Copper, etc., Co. v. Field, 64 Md. 151. A state court will not entertain a creditor's bill against a 380 Young v. Farwell, 139 111. 326. See §706. 4 Howell v. Chicago, etc., Ry. Co., 51 Barb. 378. But see De Bemer v. Drew, 57 Barb. 438; Prouty v. Mich. So., etc., R. R. Co., 1 Hun, 658. 5 Stafford v. American Mills Co., 13 R. I. 310; Green v. Williams, 22