Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/415

 PART V.] INCORPORATION BY TWO OR MORE STATES. [§ 407. It also follows necessarily from the doctrine maintained by the Federal Supreme Court in respect to the citizenship of corpora- tions. That doctrine is that a corporation is deemed to be a citizen of the state which has created it, and an organization of members who are citizens of that state. When, therefore, two corporations created in different states consolidate, though for most purposes, they are not therefore to be separately regarded, yet in each state the consolidated company is deemed to stand in the place of the corporation to which it there succeeded, and of its members, and consequently to be a citizen of that state for many purposes, while in the other state it would stand in the place of the other corporations in respect to citizenship there." J §407. Still, perhaps, the question whether there is one or two corporations may be regarded as mainly one of definition. Thus, if we define a corporation, meaning a legal institution, as the sum of the legal relations subsisting in respect of a given corporate enterprise, it may be said that this sum in- cludes all the legal relations, whether they be the manifesta- tions of the laws of New York or of New Jersey. But the sum of all these legal relations cannot subsist in either state ; part of them- subsisting in one and part in the other ; though the two parts may be so precisely similar that for most purposes they can be regarded as identical. And thus, though there may be said to be but one corporation, it does not subsist in its sum total in either state. 2 On the other hand, the group of legal relations subsisting in either state may there, if the courts so choose, be regarded as the corporation, without reference to the group of legal relations which subsist in respect of the same corporate enterprise in the other state. And viewing the mat- 1 Chicago and N. W. Ry. Co. v. Auditor-General, 53 Mich. 79, 92. Opinion of the court per Cooley, C. J., citing many cases. The contracts of such a corpora- tion will be construed " as if made by the corporation of each state in which the subject-matter lies; ut res magis valeat quam pereat." Racine, etc., R. R. Co. v. Farmers' Loan, etc., Co., 49 111. 331, 352. 2 In Newport and Cincinnati Bridge Co. t>. Wooley, 78 Ky. 523, it was held two states could not by partial legislation create a corporation which should have a complete legal exist- ence in either. A corporation can- not have two domiciles. But see §409. 395