Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/411

 PART V.] INCORPORATION BY TWO OR MORE STATES. [§ 404. entitled to plead the statute of limitations merely because it has continuously through its agents done business in the state. 1 STATUS OF A BODY OF MEN INCORPORATED BY THE LEGISLATION OF TWO OR MORE STATES. One or two corporations ? §§ 403-408. Jurisdiction of courts of either state. Meetings, § 409. § 403. Perplexing questions have arisen and seem likely to arise in regard to corporations incorporated or con- solidated by the concurrent legislation of more than corpora- one state; and, it is submitted, these questions can tlons - be properly solved only by applying the analysis of the idea of a corporation given above in Chapter III. The two entirely different notions conveyed by the term corporation must be borne in mind ; the one, a body of men ; the other, a legal in- stitution or group of laws relating to the corporate enterprise in their manifestation in legal relations. Perhaps the funda- mental question in regard to incorporation by the concurrent legislation of two states, is whether, and in what respects, there results one or two corporations. It is plain, using the terra corporation to denote a body of men, that there is but one cor- poration ; for evidently there is but one body of shareholders who meet and vote ; and this body is the same whether acting in the one state or the other. § 404. But is there one or are there two legal institutions ? selves in legal relations. A law has no force beyond the limits of the state enacting it. A legal right is the power which a person has through the aid of a law to compel another to do or forbear ; and, as before pointed out, a legal right with its cor- responding liability constitutes a legal relation, which is the 1 Hubbard v. United States Mort- gage Co., 14 111. A pp. 40; Mallory v. Tioga R. R. Co., 3 Abb. Dec. (X. Y. ) 139. But in Montana, where a for- eign corporation has owned property and openly maintained a place of business, with a managing agent, in the state, a personal judgment can be rendered against it, and it can plead the statute of limitations, though it has failed to comply with the Montana statute, by filing its charter; such failure merely reliev- ing any party suing the corporation from proving its incorporation, ex- cept by reputation. (The statute is express herein.) King v. National M. T. E. Co., 4 Montana, 1. 391
 * . <?., one or two groups of laws which have manifested them-