by distress or seizure of their property. 7, A foreign corporation. in the character of its members as allens unless they be alien

(b) The process, pleadings, and other proceedings at law and equry sure by and against corporations, and the competency of corporators 26 Witnesses in suns 11 winch the corporation is a party, are fully discussed, and with a reference in the most angie manner, to English and American authorities, in Angel & Ames's Treatise on Carpets

enemies), may sue in the federal courts. (c) They may sue upon a mortgage taken upon lands as security for a debt. (d)

tions, c. 18. See infra, 290. Upon judgment and execution against a corporation for a debt, its property, real and personal, may be attached or seized and sold, as in the case of individual defendants. It is the ordinary practice. Buchanan, C. J., in State of Maryland v. Bank of Maryland, 6 Gill & J. 219; Slee v. Bloom, 5 Johns. Ch. 366 ; s. c. 19 Johns. 456; Pierce v. Partridge, 3 Met. 44; Perry v. Adams, ib. 51; The Queen v. The Victoria Park Co., 1 Ad. & El. N. s. 288. If a railroad company contracts debts which it is unable to pay, the better opinion would seem to be, that the wood and iron on the railway may be taken on execution and sold, and the purchaser acquires thereby a right of property in the articles, and may take possession of them and carry them away, though the company be thereby rendered unable to execute its corporate purpose, and may in consequence forfeit its charter. See this question very ably discussed in the American Law Magazine, iv. No. 8, for January, 1845. This very point has since been decided in The State of North Carolina v. Rives, 5 Ired. (N. C.) 297. It was held that the railroad company's interest in land might be sold with the fixtures and materials, and the purchaser takes and holds them until the charter expires, and then the land reverts to the original proprietor. The corporate franchise cannot be sold, nor does the sale dissolve the corporation. [Gue v. Tide Water Canal Co., 24 How. 257; Stewart v. Jones, 40 Mo. 140. See, also, the right to sell the fixtures, in Ranney v. Orleans N. Company, 6 Rob. (La.) 381. But, on the other hand, in Winchester and L. Turnpike Road Company v. Vimont, 5 B. Mon. 1, it was adjudged that a turnpike road was not the subject of sale, even under a decree in chancery, to pay debts. The stock belonged to individuals, and not to the company. The mere road belonged to the company as a right of way only for particular uses, and when it ceases to be thus used, the land reverts to the grantors. The purchaser at such a sale would not acquire any valuable right, for corporate powers would not follow the purchase. A sale of the road would not carry a right to the tolls, for that would be the sale of a chose in action, which cannot be thus effected. The only proper remedy for the creditor under this decision, if not under that in the preceding case, is, by decree, applying by a receiver the net tolls to the payment of the creditor. In Pennsylvania, corporation franchises cannot be sold on execution; but under their Sequestration Act of 16th June, 1836, though turnpike roads, railroads, and canals may be the subject of sequestration for debt, yet where the public have an interest in them, the court may order that the revenues be applied in the first place to keep the works in repair. The Susquehanna Canal Company v. Bonham, 9 Watts & S. 27. At common law, the first process or summons against a corporation was to be served on the mayor, president, or other head officer. The statute law of New York (N. Y. Revised Statutes, ii. 457) has simplified the common-law proceeding, by directing that

(c) Society for Propagating the Gospel v. Wheeler, 2 Gall. 105; Henriques v. Dutch W. India Co., 3 Ld. Raym. 1535.

(d) Silver Lake Bank v. North, 4 Johns. Ch. 370; [American Mut. Life Ins. Co. v. Owen, 15 Gray, 491.] It is now settled by statute (N. Y. Revised Statutes, ii. 457), that a foreign corporation may, upon giving security for the payment of the costs of suit, prosecute in the courts of the state, in the same manner and under the same checks as domestic corporations. A state is a corporation, and may sue in another state. Delafield v. The State of Illinois, 2 Hill (N. Y.), 159; Angell & Ames on Cor. porations, 3d ed. 376.

* 285 The same rule, allowing corporations of one state to contract and sue in their corporate name in another, has been declared in several of the other states, and may be now considered as the general law of the land. (a) 1

the writ of first process against a body corporate, be served on the president, presiding officer, cashier, secretary, or treasurer; and if the process be returned served, that the plaintiff, instead of being driven to compulsory and vexatious steps to compel an appearance by distringas, may enter an appearance for the defendants, of course, and proceed as in cases of personal actions against natural persons. The Revised Codes of Virginia (1 R. C. 1819) and of North Carolina (1 R. S. 1837), have a similar provision for the service of process on corporations. 1 Rob. Pr. 134. In Connecticut, corporations are liable to the process of foreign attachment, and the officers can be made parties, and held to answer on oath. Knox . Protection Ins. Co., 9 Coun. 430; see Brumly v. Westchester Cy. Man. Soc., 1 Johns. Ch. 366, s. P. So, in the province of New Brunswick, by statute of 6 Wm. IV. c. 33, a writ of summons is substituted for the original writ, and a corporation may be proceeded against in a summary way. Kerr (N. B.), 276. Corporations show by proof, on the trial, that they are a corporation. Carmichael v. Trustees of School Lands, 3 Howard (Miss.), 84; Williams v. Bank of M., 7 Wend. 539. But corporations are not liable to be sued out of the state, except upon foreign attachment in rem, under local statutes. Clarke v. N. J. Steam N. Co., 1 Story, 531; Bushel v. Commonwealth Ins. Co., 15 Serg. & R. 176. A public municipal corporation cannot be sued out of the county in which it is situated. Lehigh County v. Kleckner, 5 Watts & S. 181. Nor can a foreign corporation be sued in New York under their attachment act, which only contemplated the case of a liability to arrest. M'Queen v. M. M. Co., 16 Johns. 6. But its property may be attached by a process in rem. Clarke v. New Jersey Co., 1 Story, 531. A foreign corporation cannot be sued as trustee for effects in their hands, under the attachment act in Massachusetts. Union T. Road ». N. E. M. Ins. Co., 2 Mass. 37; Peckham v. N. Parish in H., 16 Pick. 286. But they may, in rem, under the Attachment Act of Pennsyl vania Bushel v. Commonwealth Ins. Co., 15 Serg. & R. 176; Angell & Ames on Corporations, 334–342, 2d ed.; and in New Hampshire and other states under their foreign attachment law, or whenever effective service can be made upon it or its property, Libbey v. Hodgdon, 9 N. H. 894; Martin v. Bank of Alabama, 14 La. 415; U. S. Bank v. Merchants' Bank, 1 Rob. (Va.) 573.

(a) Williamson v. Smoot, 7 Martin (La.), 31; N. Y. Firemen Ins. Co. v. Ely, 5 Conn. 560; Portsmouth Livery Company v. Watson, 10 Mass. 91; Taylor v. Bank of Alexandria, 5 Leigh, 471; Bank of Edwardsville v. Simpson, 1 Mo. 184; Lathrop r. Commercial Bank of Scioto, 8 Dana, 114; Stewart v. U. S. Ins. Co., 9 Watts, 126; Bank of Washtenaw v. Montgomery, 2 Scam. 422; Bank of Augusta v. Earle, 13 Peters, 519-591; Guaga Iron Co. v. Dawson, 4 Black. (Ind.) 202; Bank of Marietta v. Pindall, 2 Rand. 465; but in this last case it was held that the bank of another

1 Foreign Corporations. — (a) It has been held that a corporation which is for bidden by its charter to do business in the

(z) State legislation prescribing conditions and restrictions upon foreign insur ance companies doing business within the

state where it is incorporated cannot do business elsewhere.(z) Land Grant Ry. v. Commissioners of Coffey Cy., 6 Kansas,

State does not infringe upon interstate commerce or the privileges or immunities of citizens. State v. Root, 83 Wis. 667;

(5.) Of their Right to hold to Charitable Uses. It has been a question of grave import and difficult solution, whether a cor

state could not enforce a primary contract made in Virginia. A foreign corporation is permitted to sue in the English courts. Henriques v. Dutch W. India Co., 2 Ld. Raym. 1532; s. c. 1 Str. 612; 2 id. 807; National Bank of St. Charles v. De Barnales, 1 Carr. & P. 569 ; Angell & Ames on Corporations, 314, 315, 2d ed. So, a sovereign may sue in England, in equity as well as at law. Hullett v. King of Spain, 1 Dow & Clark, 169; s. c. 3 Sim. 338; Brown v. Minis, 1 M'Cord (S. C.), 80. In this case a shade of doubt was thrown over the question, but there was no decision. In the case above mentioned, from 2 Randolph, the court held that, as it was the policy of Virginia to restrain all banking operations by corporations not established by their own laws, a bank in Ohio could not be permitted to establish an agency in Virginia for discounting notes, or carrying on other banking operations, nor could an action be sustained in Virginia by the bank on a note thus acquired. This limitation to the general rule, that a foreign corporation may sue, is the same in effect as that prescribed by the New York statute, and which will not allow the corporation of any other state or country to do any act, or maintain a suit on any contract arising therein, which is not allowed to be done by any domestic corporation. It was in this view that the court, in the case of Randolph, held that the Ohio Bank could not make a primary contract in Virginia, in relation to banking business, as by discounting notes, though, if the same be done in Ohio, the bank could sustain a suit thereon in Virginia. The court in Virginia raised, but did not decide, the question, whether the bank in Ohio might not make a secondary contract in Virginia, for carrying into effect the contract

245. [The power of a corporation to do business in a state other than that in which it is incorporated rests upon comity simply. Cowell v. Springs Co., 100 U. S. 55. Such comity does not extend so far as to confer power to do any business or to take property contrary to the public policy of such other state. Christian Union v. Yount, 101 U. S. 352. Hence, also, a state may refuse to allow

Horn S. M. Co. v. New York, 143 U. S. 305; Ware v. Hamilton Brown Shoe Co., 92 Ala. 145; Boulware v. Davis, 90 Ala. 207.

A prohibition against a foreign corporation doing business in the State without an agent there and a known place of business does not apply to a single sale or to a suit there for breach of such contract. Cooper M. Co. v. Ferguson, 113 U. S. 727; Rogers & Co. v. Simmons, 155 Mass. 259. Where such prohibition exists, and is not observed, the person who assumes to act

a foreign corporation to do business within its borders, or may impose any legal conditions upon a corporation so doing business. But it was held that an agreement not to resort to the federal courts, made in pursuance of such condition, was unlawful and void. Insurance Co. v. Morse, 20 Wall. 445. A condition, however, that if a foreign corporation should resort to the federal courts it should

for the foreign company may be personally liable to one contracting with it in ignorance that it is a foreign corporation. See Lasher v. Stimson, 145 Penn. St. 30.

In most of the States, probably, a foreign corporation may take under a will bequeathing charities, so far as authorized by its charter. See University v. Tucker, 31 W. Va. 621.

The right of a corporation to do business within a State other than that of its creation depends solely upon the will of such State, the only exception being where

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it may worse condered as a sectet princque of law, that a neporacuva in me A w way may at my BIS, MIS my made vani antracta, i unucier, proFilet their tharles VESTELDA BOCA SULIZata, and then a nu poacer comandry by statute for a surpresas to make such entrase de state where they are made. As a general rije, jerwaal right and matrace hare is valty, and the laws of comity agnty in their fullest extent between the even moes of the Crone. This wicie doctrine was definely satiated in the Supreme Cont of the United States, in the case of The Bank of Augusta e. Earie, 13 Petera 519, where it was beat, in a clear and abur opinion, delivered by the chief justice, that the purchase by a mupetent agent in Astana of a bill of exchange, by an incorporated bank of another state, was a valid evntract. A foreign corporation may contract according to the laws in muhim exh, vì wording to the rate of interest in such other state, though that rate be higher than in its own state, when neither the charter nor the laws of soch other mate prohibit it. Frazier e. Willcox, 4 Rob (La) 517.

In several of the states, banking corporations, incorporated out of the state, are protivited by statute from exercising banking powers within it.