Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/412

 § 405.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. manifestation of a rule of law in operation. 1 It is consequently evident that the identical legal relation cannot subsist in two states, except in so far as it is the manifestation of a law ope- rating in both ; i. e., the manifestation of a law of Congress or a provision in the Federal constitution. In so far as a person has a right which is the manifestation of a constitutional pro- vision, or of a law of Congress competently enacted, the identity of the right is not affected by the fact of its possessor being in New York or New Jersey. 2 § 405. To illustrate, suppose New York and New Jersey to incorporate a railroad corporation by precisely similar legisla- tion ; each state enacting among other provisions that the shareholders shall be individually liable for debts due the em- ployes of the company. Suppose A. to be an employe, and B. a shareholder. In New Jersey A.'s right against B. depends on the New Jersey enactment backed by the physical power of the New Jersey government ; and in New York A.'s right against B. depends on the New York enactment. A.'s right in New York is the manifestation of a law different from the law which manifests itself in A.'s right in New Jersey ; and would be enforced by a different set of courts, whose decrees in their turn would be enforced by different physical backings. However, a right of A. against B. having once vested in respect of a debt due from the corporation, neither state can pass a law depriving A. of his right; for such an enactment would be void under the Federal constitution, as impairing the obligation of a contract. This further guaranty of A.'s right, that he shall not be deprived of it, is not the manifestation of a state law ; but of a rule of law contained in the Federal constitution, and thus operating in both states ; and would in the last resort be enforced in either state by the same power. Consequently, this further right of A. is identical in both states. Accordingly, it may be said, that the legal relations subsist- 1 Chap. III. 2 Accordingly, a corporation cre- ated by act of Congress and doing business in Pennsylvania is not a "foreign corporation" under the Pennsylvania statutes which provide for the taxation of foreign corpo- rations. Commonwealth v. Texas, i exists in Pennsylvania, 392 etc., R. R. Co., 98 Pa. St. 90. See Eby v. Northern Pac. R. R. Co., 13 Phila. 144, which holds that a cor- poration created by act of Congress may be sued anywhere in Pennsyl- vania where proper service of process can be made, as the corporation