Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/416

 § 408.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VTI. ter in this way, there may be said to be two groups of legal relations ; i. e., two legal institutions, or corporations. 1 § -iOS. The preceding remarks seem to accord with the de- cisions of the Federal Supreme Court. 2 For instance, in Ohio and Mississippi Railroad Co. v. Wheeler, 3 it was held that there could not be a corporation endowed with corporate capacities by the co-operating legislation of two states, so as to be one and the same legal being in both ; for a corporation has no legal existence in a state except by the laws of that state. No state can confer corporate existence in another. In accordance with this, a court in either state would limit the range of its legal vision to the group of legal relations subsisting there. To be sure, in Railroad Co. v. Harris, 4 Justice Swayne said, giving the opinion of the court : " We see no reason why several states cannot by competent legislation unite in creating the same cor- poration, or in combining several pre-existing corporations into one." 5 It does not necessarily follow, however, that the whole of such a corporation would exist in any one state. But view- ing the corporation in this light, a court would extend its vision to the legal relations subsisting in all the states through which the corporate enterprise might extend. The point which the court in Railroad Company v. Harris actually decided, was that a railroad corporation chartered by several states and by Con- gress as well, was amenable to the courts of the District of Columbia for personal injuries received on its road in Virginia. In a later case the Supreme Court held that although one cor- 1 See Clark v. Barnard, 108 U. S. 436, and compare Heuenw. Baltimore, etc., H. R. Co., 17 W. Va. 881. " It is true that the Erie Railway Company is a foreign corporation, yet at the same time it is domestic to the full extent of the powers and fran- chises of New Jersey. A corporation may have a twofold organization, and be, so far as its relations to our state is concerned, both foreign and domestic. It may have a corporate entity in each state, yet in its gen- eral character be of a bifold organiza- tion." McGregor, qui tarn, v. Erie 396 Ry. Co., 35 N. J. L. 115, 118. Opin- ion of court per Bedle, J. Cf. Bern- hardt v. Brown, 119 N. C. 506. 2 See Nashua R. R. v. Lowell R. R., 136 U. S. 357. 3 1 Black, 286. 4 12 Wall. 65, 82; perhaps modify- ing the language of the court in Ohio and Miss. R. R. Co. v. Wheeler. But see the latest expression of the Federal Supreme Court, in note to §405. 5 Ace. Bishop v. Brainard, 28 Conn. 289.