the provisions of the will bearing upon this point, taken as a whole, is not to exclude the idea that the debt is to be regarded as an advancement, but simply to give Lloyd the option of paying the debt and taking a share in the distribution of the estate, or of not paying the debt and surrendering his rights, whatever they might be, as a distributee; and to this construction, in view of the confident opinion of the majority of the court, I have yielded a reluctant assent.

That the testator knew the meaning of the terms "hotchpot" and "advancement," seems clear enough from the codicil to his will, in which he bequeaths to his son, John Robert Darne, a claim against the United States, free from any claim on the part of my other heirs, or any person claiming by or through them, and free from any demand on their part to have it brought into hotchpot, and from the direction in the will that this debt should be collected of Lloyd before he should come into the distribution of his estate. When, therefore, he says "my will is, that my daughter Frances shall not be entitled to any part of my estate unless her husband, Lester Lloyd, shall account for the money he owes me, as above stated," he must be taken to mean either that Lloyd may hold the money and take none of his estate, or pay the money and share in the general distribution. Taking this as the true interpretation of the will, there is no difficulty in sustaining the opinion of the circuit court.

A testator can dispose of his estate by will just as effectually as he could by gift during his life, and, if he pleases, turn a loan into an advancement, or, to speak more accurately, require that it may be treated as an advancement; and this the testator has done in effect in this case.

Our conclusion is, that the decree of the circuit court of Fairfax must be affirmed.

Decree affirmed.

ADVANCEMENTS.

This subject is fully discussed in the following cases: Miller's Appeal, 80 Am. Dec. 555, and extended note 559; Woolery v. Woolery, 95 Id. 630; Sims v. Sims, 99 Id. 450; Rickenbacker v. Zimmerman, 30 Am Rep. 37.

WIMER V. WIMER.

[82 VIRGINIA, 890.]

It is Fundamental Maxim of International JURISPRUDENCE that every state or nation possesses an exclusive sovereignty and jurisdiction within its own territory; and a consequence of the maxim is, that the laws of every state affect and bind directly all property, real or personal, within its territory. Another consequence of the maxim is, that no state can by its laws, and no court can by its judgments or decrees, directly bind or affect property beyond the limits of that state. VIRGINIA COURTS HAVE NO JURISDICTION TO DECREE PARTITION OF LANDS

IN ANOTHER STATE, because the right to transfer, partition, and change real estate belongs exclusively to the state within whose territory it is situated.

SUIT for partition brought by Emanuel Wimer and others against Jacob Wimer and his wife. The lands sought to be partitioned consisted of several adjoining tracts, lying partly in Virginia and partly in West Virginia. The defendants demurred to the bill, denying the jurisdiction of the court to make partition of land situated in West Virginia, etc. The court appointed commissioners to make the partition, and they did make and reported a partition of the said lands, and the court confirmed their report. From the decree the defendants appealed.

Sheffey and Bumgardner, for the appellants.

William J. Robertson, for the appellees.

By Court, HINTON, J. The question in this case is one of importance, but of little intrinsic difficulty. It is this: Has a court in Virginia, when the defendants have appeared and answered, jurisdiction to partition lands, the major part of which lies within another state?

Now, it is a fundamental maxim of international jurisprudence that every state or nation possesses an exclusive sovereignty and jurisdiction within its own territory; and the "direct consequence of this rule is," says a learned author, "that the laws of every state affect and bind directly all property, whether real or personal, within its territory": Story's Conflict of Laws, 5, 18. Another consequence of this maxim is, that no state can by its laws, and no court, which is but a creature of the state, can by its judgments or decrees, directly bind or affect property beyond the limits of that state; and hence it is axiomatic that no writ of sequestration or execution, or any order, judgment, or decree of a foreign court,

can be directly enforced against real estate situate without the limits of the foreign state: Id., sec. 20.

"Such," says Chief Justice Parker, in Blanchard v. Russell, 13 Mass. 4, 7 Am. Dec. 106, "is the necessary result of the independence of distinct sovereignties, and it is absolutely incompatible with the equality and exclusiveness of the sovereignty of different states or nations that any one nation should be at liberty to exercise dominion over property within the territory of another state. But whilst this is true, it is undoubtedly well settled that in cases of fraud, trust, or contract, courts of equity will, whenever jurisdiction over the parties has been acquired, administer full relief, without regard to the nature or situation of the property in which the controversy had its origin, and even where the relief sought consists in a decree for the conveyance of property which lies beyond the control of the court, provided it can be reached by the exercise of its powers over the person, and the relief asked is of such a nature as the court is capable of administering": Penn v. Lord Baltimore, notes to 2 Lead. Cas. Eq. 1806 et seq.; Farley v. Shippen, Wythe, 254; 2 Story's Eq. Jur., secs. 1290 et seq.; Dickinson v. Hoomes, 8 Gratt. 353; Barger v. Buckland, 28 Id. 862; Poindexter v. Burwell, 82 Va. 507.

But even as to these cases it must be borne in mind that the decrees of the foreign court do not directly affect the land, but operate upon the person of the defendant, and compel him to execute the conveyance, and it is the convey ance which has the effect, and not the decree: Davis v. Headley, 22 N. J. Eq. 115; 4 Minor's Institutes, pt. 2, p. 1201. If, however, the relief asked cannot be administered by a decree in personam, without going further and acting upon the land, the court will refuse to entertain the bill. As this court said in a case which has been often quoted: "The distinction is clearly this, that where the decree is to affect the lands directly, as in the case of a suit brought at this court, to divide lands in another state, there the court would not have jurisdiction, because the process could not be effectual. But where the decree is to affect only the persons of the defendant, in order to a complete execution of it, if the plaintiff succeed,

it is clearly held to be the settled law of the court that jurisdiction thereof may be entertained": Guerrant v. Fowler, 1 Hen. & M. 5; Morris v. Remington, 1 Parson's Eq. Cas. 387; Westlake's Private International Law, 58.

Now, tested by these principles, it is perfectly manifest that

a court of chancery in Virginia has no jurisdiction to decree a partition of lands in another state; and this, for the plain. reason, before given, that the right to transfer, partition, and change real estate belongs exclusively to the state within whose territory it is situate. In order to make a partition, the court must invade by its officers the soil of another state, and divide up and allot its lands to suit the views of a foreign jurisdiction. This cannot be done: Carteret v. Petty, 2 Swanst. 323, note; Roberdeau v. Rous, 1 Atk. 543; Poindexter v. Burwell, supra; 2 Story's Eq. Jur., secs. 1296 et seq.; 4 Minor's Institute, 1201.

For these reasons, the decree of the circuit court of Highland County must be reversed, and the bill be dismissed. Decree dismissed.

EQUITABLE JURISDICTION TO DEAL WITH LAND BEYOND STAte: Pied-, mont Coal etc. Co. v. Green, 98 Am. Dec. 799, and note 803; and see Farmers Loan and Trust Co. v. Postal Telegraph Co., ante, p. 53, and cases collected in note 55.

BOCOCK V. ALLEGHANY COAL AND IRON COMPANY.

[82 VIRGINIA, 913.]

EVERY PERSON DEALING WITH CORPORATION IS BOUND TO TAKE NOTICE of the provisions of its charter, constitution, and by-laws, and its ways of doing business. CORPORATION-NOTICE OF CHARTER AND BY-LAWS.- Certain persons entered into a contract to sell land to a corporation through one D., whom they took to be its authorized agent. The corporation declined to consummate the purchase, and denied that D. had any authority, under its constitution and by-laws, to bind it by his contracts. In an action to compel the specific performance of the contract on the part of the corporation, D. and others, the complainants, failed to prove D.'s authority to bind the corporation. Held, that the complainants were bound to ascertain whether or not D. had authority to bind the corporation, under its constitution and by-laws, failing in which, they dealt with him as its supposed agent at their own peril, and cannot be heard to complain of the corporation's refusal to assume the responsibility of his unauthorized purchase.

SUIT to compel the specific performance of a contract for the sale of land, wherein Thomas S. Bocock, executor of N. F. Bocock, deceased, O. R. Bocock and Peter A. Forbes, suing for the benefit of D. A. Parrack, were complainants, and the Alleghany Coal and Iron Company, H. C. Parsons, G. McNeill, Murillo Spaulding, and F. B. Deane were defendants.

The contract was alleged to have been entered into by the said defendant company with the complainants for the purchase of a tract of a land known as the "Pratt farm," which was supposed to contain valuable deposits of iron ores. The active parties to the transaction were the complainants named, the vendors, and F. B. Deane, the vendee. The contract was entered into June 14, 1881, by which the land was sold at the price of two thousand five hundred dollars. In evidence of the sale, a contract in writing of that date was signed by the said vendors and by "F. B. Deane, for himself and his associates." The purchasers named Murillo Spaulding as the grantee, and the vendors executed a good and sufficient deed of the land to Spaulding, and delivered it to J. D. Horsley, who was acting in the transaction as the attorney of the purchasers. During the entire negotiation, the complainants, and also Deane and Horsley, appeared to have understood that the real purchaser was the said defendant company, or if not, then H. C. Parsons, the then president, and G. McNeill, an agent, of the company, were, individually, the real purchasers. But in October, 1881, Deane and Horsley informed the complainants by letter, that "H. C. Parsons and G. McNeill, of the Alleghany Coal and Iron Company, had refused to ratify Deane's action as their agent in the purchase of the Pratt farm." On the 3d of April, 1882, the complainants instituted this suit. for specific performance, setting forth in their bill the foregoing facts, and averring that the company was the real purchaser, etc.; that the company had held out to the public both Deane and Horsley as its representatives, and it thereby became responsible for their actions in making this purchase. The complainants denied all dealing with or knowledge of Spaulding in the transaction, and added, that if in the progress of the suit it should turn out that Parsons and McNeill, or either of them, were the real purchasers of the land, they then should be granted the same relief against them, or either of them. The company answered, positively denying that it had purchased this land, and that either Deane, Parsons, or McNeill was authorized in any way to purchase land for it, etc. Parsons also answered, denying all knowledge of either this land or of the contract until the latter was filed with the bill, etc. The depositions of Deane and Horsley established the fact that McNeill had either authorized or approved the purchase made by Deane, and the conveyance of the land to Spaulding, but failed to implicate either the company or Par

AM. ST. REP., VOL. III.-9