Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/407

 PART V.] CORPORATE ACTS WITHOUT THE STATE. [§ 400a. every foreign insurance company before transacting business in the state shall agree not to remove any case into the Federal courts, is unconstitutional ; and an agreement filed in pursuance thereof, derives no support therefrom and is void. 1 § AOOa. By complying with such statutes and doing business in a state other than that of its creation, the foreign corpora- tion subjects itself to all of the laws in force in such state, and will not thereafter be heard to question them. Any statute then in force affecting the corporation becomes a condition of the grant of the privilege to do business in that state. 2 " What ever its limitations were upon the power of contracting, what- ever its discriminations were, they became conditions of the permit and were accepted with it." 3 For any violation of the statute law of such state, the state may revoke the license of such corporation, and it is immaterial whether the statute which was violated was or was not unconstitutional as applied to 311 ; affirmed Philadelphia Fire Ass'u v. New York, 119 IT. S. 110. See Phoenix Ins. Co. v. Welch, 29 Kans. 672. In some states foreign corpora- tions are made domestic by requiring them to take out charters, not li- censes. See Debnam v. Telephone Co., 126 N. C. 831; Layden v. Knights of Pythias, 128 N. C. 546. Thereaf- ter they cannot remove to the Fed- eral courts. Allison v. Southern Railway Co., 129 N. C. 336; Mathis v. So. Ry. Co., 53 S. C. 246, §§ 479-481. A state legislature may lay a fran- chise or license tax on foreign cor- porations for the privilege of doing business within the state. Common- wealth v. Standard Oil Co., 101 Pa. St. 119; Scottish-Union, etc., Ins. Co. v. Herriott, 109 Iowa, 606. See, New York State v. Roberts, 171 U. S. 658, holding valid a franchise tax on a foreign corporation although foreign corporations wholly engaged in manufacture in the state were not taxed. See Reyman Bi'g Co. v. Brister, 179 U. S. 445. It is held, moreover, that a person may waive a constitutional provision in his favor. Embury v. Conner, 3 N. Y. 511; Sherman v. McKeon, 38 N. Y. 266; Vose v. Cockcroft, 44 N. Y. 415; Phyfe v. Eimer, 45 N. Y. 103; Matter of the Application of Cooper, 93 N". Y. 507. 1 Insurance Co. v. Morse, 20 Wall. 445; Doyle v. Continental Ins. Co., 94 U. S. 535, reversing State v. Doyle, 40 Wis. 175; Barron v. Burnside, 121 U. S. 1S6; Southern Pac. Co. v. Den- ton, 146 U. S. 202. Approved in Barrow, etc., Co. v. Kane, 170 U. S. 100. Compare Home Ins. Co. v. Davis, 29 Mich. 238; and see Railway Co. v. Whitton, 13 Wall. 270; Elston v. Piggott, 93 Ind. 14. 2 Orient Ins. Co. v. Daggs, 172 U. S. 557; N. Y. L. I. Co. v. Cravens, 178 U. S. 389; Hancock Mat. L. I. Co. v. Warren, 181 U. S. 73; Fi- delity Mut. L. I. Co. v. Mettler, 185 U. S. 308. 3 Waters-Pierce Oil Co. v. Texas, 177 U. S. 28, and repeatedly quoted in "later cases cited under this sec- tion. 387