Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/417

 PART V.] INCORPORATION BY TWO OR MORE STATES. [§ 409. tion of courts of either state. Meetings. poration be consolidated with another incorporated by a differ- ent state, still in its own state it exists under the laws thereof. 1 § 409. Corporations owing part of their corporate existence to a state, and exercising their franchises within its Jurisdic- limits, may be there restrained from expending their funds for other than corporate purposes anywhere. 2 But a state court of chancery has no jurisdiction to compel a domestic corporation to go into another state, from which it may also have received a charter, and there specifically execute a contract, by opening ditches on the complainant's land, and keeping them open to a certain depth ; and on its failure thus to perform, to enforce the decree by attachment and sequestration of its property in the former state. 3 A cor- poration created by charters from two states may competently hold shareholders' meetings in either ; 4 and a meeting held in one of the states is valid with respect to all the property of the corporation wherever situated. Such a corporation has a domi- cile in each state. 5 i Muller v. Dows, 94 U. S. 444; Ace. Railway Co. v. Whitton, 13 Wall. 270. Compare Kahl v. Mem- phis, etc., R. R. Co. 95 Ala. 337. A corporation formed by the consolida- tion of foreign and domestic corpora- tions held a domestic corporation. St. Paul & ST. R'y Co., in re, 36 Minn. 85; compare Railroad v. Barnhill, 91 Tenn. 395. See §§ 411, 412. A charter granted by two states to a corporation is not only a compact with it, but also a contract between the two states; and the same con- struction must be put on it by both. Cleveland and Pittsburgh R. R. Co. v. Speer, 56 Pa. St. 325; Brocket v. Ohio, etc., R. R. Co., 14 Pa. St. 241, 244. But Art. 1, sec. 10, of the Fed- eral constitution forbids compacts between states; hence quaere? 2 State v. Northern Central R'y Co., 18 Md. 193, 213. See Wilmer p. Atlanta, etc., R'y Co., 2 Woods, 409; Fisk v. Chicago, etc., R. R. Co., 53 Barb. 513. A Connecticut court has jurisdiction to foreclose a mort- gage made by a consolidated corpo- ration created by New York and Connecticut, although part of the mortgaged property lies in New York. Mead v. New York, H. and N. R. R. Co., 45 Conn. 199. 3 Port Royal R. R. Co. v. Ham- mond, 58 Ga. 523. See Eaton, etc., R. R. Co. v. Hunt, 20 Ind. 457; Hart v. Boston, H. and E. R. R. Co., 40 Conn. 524. 4 Covington Bridge Co. v. Mayer, 31 Ohio St. 319; Graham v. Boston, etc., R. Co., 14 Fed. Rep. 753. 5 Graham v. Boston, etc., R. R. Co., 118 U. S. 162; Guinault v. Louisville, etc., R. R. Co., 41 La. Ann. 571; Ohio & M. R'y Co. v. People, 123 111. 467; Ga. & Ala. R'y v. Stolle- merck, 122 Ala. 539. But authority from a state to a foreign railroad corporation to extend its road into such state, does not make the cor- poration a corporation of that state, unless the language of the statute 397