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thereof. (Johnson v. Langdon, 135 Cal. 624, 87 Am. St. Rep. 156, 67 Pac. 1050.)

FOREIGN CORPORATIONS, CONDITIONS.

Sec. 15, Art. XII. No corporation organized outside the limits of this state shall be allowed to transact business within this state on more favorable conditions than are prescribed by law to similar corporations organized under the laws of this state.

See index, "Foreign Corporations."

Legislative History.

This section has no parallel in the Constitution of 1849. It was adopted without debate.

Section Cited.

Bank of British N. A. v. Madison, 99 Cal. 133, 33 Pac. 762; Miles v. Woodward, 115 Cal. 311, 46 Pac. 1076.

Annotation.

Foreign Corporations.-The act of 1880, providing for a penalty for failure of the directors of a domestic mining corporation to post weekly reports, etc., is not in violation of this section, and does not relate to the business of the corporation. (Miles v. Woodward, 115 Cal. 308, 46 Pac. 1076.)

This section was not designed to limit the powers of the legislature when dealing with the organization and government of corporations which are created by its own will and act. (Miles v. Woodward, 115 Cal. 308, 46 Pac. 1076.)

The act of 1876, requiring banking corporations to publish and file statements of their assets and liabilities, applies to foreign corporations. (Bank of British North America v. Madison, 99 Cal. 125, 133, 33 Pac. 762.)

A foreign banking corporation's right to do business in this state is taxable under this section. (London etc. Bank v. Block, 117 Fed. 900.)

Condition to Doing Business.-The legislature, in attempting to impose a condition upon which foreign corporation shall be permitted to do business in this state, cannot exercise a power denied it by the Constitution of the state. A condition so attempted to be imposed is void, and the act of March 3, 1885 (Stats. 1885, p. 13), is unconstitutional. (San Francisco v. Liverpool etc. Ins. Co., 74 Cal. 113, 15 Pac. 380, 5 Am. St. Rep. 425, note, 432.)

Waiver of Unconstitutional Conditions.-A foreign corporation by continuing to do business in this state, after the passage of an act attempting to impose an unconstitutional condition upon its right to do business, does not waive the right to object to the unconstitutionality of the condition. (San Francisco v. Liverpool etc. Ins. Co., 74 Cal. 113, 15 Pac. 380, 5 Am. St. Rep. 425, note, 432.)

Act of March 3, 1885, imposing a tax upon foreign insurance companies for municipal purposes is void as being in conflict with section 12, article XI of the Constitution. (San Francisco v. Liverpool etc. Ins. Co., 74 Cal. 113, 15 Pac. 380, 5 Am. St. Rep. 425, note. Note citations: Phoenix etc. Co. v. Commonwealth, 96 Am. Dec. 344; Kansas City v. Whipple, 58 Am. St. Rep. 662.)

CORPORATIONS, WHERE TO BE SUED.

Sec. 16, Art. XII. A corporation or association may be sued in the county where the contract is made or is to be performed, or where the obligation or liability arises, or the breach occurs; or in the county where the principal place of business of such corporation is situated, subject to the power of the court to change the place of trial as in other cases.

For principal place of business, see section 290, Civil Code, post.

Legislative History.

This section has no parallel in the Constitution of 1849. In Miller & Lux v. Kern Co. Land Co., 134 Cal. at p. 590, 66 Pac. 856, it is said that this section, though broad enough to include actions arising upon contract, was undoubtedly mainly designed to apply to actions against railroad companies for damages. That such actions were removed to a distant county, where the corporation had its principal place of business, was the grievance to be redressed and that is why it was made a constitutional rule of procedure, with which the legis lature could not tamper.

Section Cited.

Lewis v. S. P. R. R. Co., 66 Cal. 209, 5 Pac. 79; Cohn v. C. P. R. R. Co., 71 Cal. 488, 12 Pac. 498; Baker v. Firemen's Fund Ins. Co., 73 Cal. 183, 41 Pac. 686; Chase v. S. P. R. R. Co., 83 Cal. 469, 23 Pac. 532; Fresno Nat. Bank v. Superior Ct., 83 Cal. 493, 24 Pac. 157; Yore v. Bankers' etc. Co., 88 Cal. 611, 26 Pac. 514; Kendrick v. Diamond etc. Min. Co., 94 Cal. 137, 29 Pac. 324; Bush v. City of Eureka, 97 Cal. 138, 31 Pac. 845; McSherry v. Penn. etc. G. M. Co., 97 Cal. 643, 32 Pac. 711; White v. Fresno Nat. Bank, 98 Corporation Laws-4

Cal. 167, 32 Pac. 979; Trezevant v. Strong Co., 102 Cal. 48, 36 Pac. 395; Brady v. Times-Mirror Co., 106 Cal. 58, 39 Pac. 209; Griffin etc. Co. v. Magnolia etc. Co., 107 Cal. 380, 40 Pac. 495; Lakeshore C. Co. v. Modoc L. & L. Co., 108 Cal. 262, 41 Pac. 472; Ivey v. Kern Co. Land Co., 115 Cal. 200, 46 Pac. 926; Bowers v. Modoc etc. Land Co., 117 Cal. 52, 48 Pac. 979; Brown v. S. F. Savings Union, 122 Cal. 648, 55 Pac. 598; Miller & Lux v. Kern Co. Land Co., 134 Cal. 587, 56 Pac. 856; Winchester v. Howard, 136 Cal. 439, 89 Am. St. Rep. 153, 64 Pac. 692, 69 Pac. 77.)

Annotation.

Place of Trial. This section is of the nature of a code provision in regard to procedure, and is to be construed as other code provisions are, except that it cannot be amended or repealed by the legislature, and is self-executing. (Miller & Lux v. Kern Co. Land Co., 134 Cal. 586, 66 Pac. 856; Winchester v. Howard, 136 Cal. 432, 89 Am. St. Rep. 153, 64 Pac. 692, 69 Pac. 77.)

It is merely permissive and not mandatory. (Fresno Nat. Bank v. Superior Court, 83 Cal. 491, 24 Pac. 157. To same effect: Griffin etc. Co. v. Magnolia etc. Co., 107 Cal. 381, 40 Pac. 495.)

It applies to actions of tort as well as matters of contract. (Lewis . Southern Pac. R. R. Co., 66 Cal. 209, 5 Pac. 79; Miller & Lux v. Kern Co. Land Co., 134 Cal. 586, 66 Pac. 856; Brady v. TimesMirror Co., 106 Cal. 56, 37 Pac. 209.)

It gives to the plaintiff the right to elect either to sue the corporation in the county where the contract is made, or is to be performed, or where the obligation or liability arises, or the breach occurs, or in the county where the principal place of business of the corporation is situated. (Trezevant v. Strong Co., 102 Cal. 47, 36

Pac. 395.)

This section applies to an association not formally a corporation. (Kendrick v. Diamond etc. Min. Co., 94 Cal. 137, 29 Pac. 324.)

Residence of Corporation-Principal Place of Business.-The prin cipal place of business of a corporation is not its residence within the meaning of section 395, Code of Civil Procedure, regulating the place of trial of actions. (California etc. R. R. v. Southern Pacific R. R. Co., 65 Cal. 394, 4 Pac. 344. 71 Cal. 490, 12 Pac. 498; Fresno 83 Cal. 497, 24 Pac. 157; Buck v.

Overruled: Cohn v. Railroad Co., National Bank v Superior Court, Eureka, 97 Cal. 139, 31 Pac. 845.)

The principal place of business of a corporation is its residence, within the meaning of that term as used in section 395, fixing the place of trial of actions. (Cohn v. C. P. R. Co., 71 Cal. 488, 12 Pac. 498.)

This section has no application to municipal corporations. (Buck v. City of Eureka, 97 Cal. 135, 31 Pac. 845.)

Corporation may be sued in county of principal place of business. (Fresno National Bank v. Superior Court, 83 Cal. 491, 24 Pac. 157. To same effect: Buck v. Eureka, 97 Cal. 135, 31 Pac. 845; Trezevant v. Strong, 102 Cal. 49, 36 Pac. 395.) The place of residence of a corporation is the county where its principal place of business is situated and is the place of trial within the meaning of section 395 of the Code of Civil Procedure. (McSherry v. Pennsylvania etc. G. M. Co., 97 Cal. 637, 32 Pac. 711.)

The place of residence of a corporation is where it has its principal place of business, but it is not absolutely entitled to a change to county of residence when sued where the liability arose. (Trezevant v. Strong Co., 102 Cal. 47, 36 Pac. 395. To same effect: Jager v. Bridge Co., 104 Cal. 544, 38 Pac. 413.)

Contracts.-Action against insurance company organized under the laws of this state may be brought and tried in county where contract of insurance was completed, and corporation is not entitled to change of place of trial to county where it has its principal place of business, if contract was not completed therein, although policy was issued there. (Yore v. Bankers etc. Co., 88 Cal, 609, 26 Pac. 514.)

Corporation may be sued in any county where its breach of obligation occurred, as well as where it has its principal place of business. (Chase v. Southern Pacific C. R. R., 83 Cal. 468, 23 Pac. 532.)

In an action against a corporation upon a contract made in the county of the venue, the corporation is not entitled to change the place of trial to another county in which it has its principal place of business. (Whitney v. Seller's Com. Co., 130 Cal. 188, 62 Pac. 472.)

A corporation is entitled to a change of venue to the county where it has its principal place of business when the contract sued on was not made or was not to be performed in another county in which it was doing business. (Byrum v. Stockton etc. Works, 91 Cal. 657, 27 Pac. 1093.)

The right to sue a corporation in the county where the contract was made only applies when the corporation is the sole defendant in the case. (Griffin etc. Co. v. Magnolia etc. Co., 107 Cal. 378, 40

Pac. 495.)

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An association of persons organized for a particular purpose, although not formally a corporation, is included in this section. The word association" does not necessarily mean an association possessing corporate powers and privileges. (Kendrick v. Diamond etc. Min. Co., 94 Cal. 137, 29 Pac. 324.)

Libel. Under this section an action for libel may be maintained in the county in which the plaintiff resides, when the newspaper is circulated in that county but published in another. (Brady v. Times-Mirror Co., 106 Cal. 56, 39 Pac. 209.)

But where the plaintiff sues other persons than the corporation publishing the paper, he waives the provisions of this section. (Brady v. Times-Mirror Co., 106 Cal. 56, 39 Pac. 209.)

Real Property.-An action against a corporation for leave to redeem real estate is properly brought in the county where the real property is situated. (Baker v. Fireman's Fund Ins. Co., 73 Cal. 182, 14 Pac. 686.)

In action against corporation to condemn lands for the use of a railroad, the county in which the lands are situated is the proper county for the commencement and trial of the action. (California etc. R. R. v. Southern P. R. R., 65 Cal. 409, 4 Pac. 388. To same effect: Fresno etc. Bank v. Superior Court, 83 Cal. 491, 24 Pac. 157. Note citation: Morris v. Ry. Co., 22 Am. St. Rep. 23.)

Under section 392, Code of Civil Procedure, an action against a corporation to have a deed absolute on its face declared to be a mortgage, and to redeem the same, is properly brought in the county in which the real estate is situated. (Baker v. Fireman's Fund Ins. Co., 73 Cal. 182, 14 Pac. 686. Note citation: Morris v. Railway Co., 22 Am. St. Rep. 24.)

Where purchaser of land was directed to make his payments to the agent of the corporation in the county where the land was situated, upon full payment being made there, plaintiff was entitled to have delivered to him at that place and at the time of full payment a conveyance of the land, and the contract must be deemed to have been broken in that county. (Ivey v. Kern Land Company, 115 Cal. 196, 46 Pac. 926.)

An action for breach of a contract of a corporation, to convey land situated in a county other than that of its principal place of business, is triable at the election of plaintiff in the county where the contract was made or was to be performed. (Ivey v. Land Co., 115 Cal. 196, 46 Pac. 926.)

Where action is brought in county where both corporations have their principal place of business for injury to real property in another county the defendant is not entitled as of right to have the case heard in the latter county. (Miller & Lux v. Kern Co. Land Co., 134 Cal. 586, 56 Pac. 856.)

Damages. In an action against a corporation for damages for breach of contract, the defendant is entitled to a change of place of trial to the county in which its principal place of business is situated, when the county in which the action is brought is not the one in which the contract was made, or was to be performed, or in which the obligation arose, or in which the principal place of business is situated. (Cohn v. Central Pac. R. R. Co., 71 Cal. 488, 12 Pac. 498.)

Action for damages against railway company may be tried in court where injury was inflicted and defendant corporation has no

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