FIRST DEPARTMENT, MARCH TERM, 1899. [Vol. 38 in this State upon this subject with regard to a foreign corporation. We think there is no such public policy, and so far as this ground is concerned, we have no doubt that the assignment is valid.” An act of a foreign corporation performed within this State which violates the public policy of the State might be void, as stated by Chief Justice ANDREWS in Matter of Estate of Prime (136 N. Y. 362), "for the reason that their (the foreign corporations') exercise of such powers here would violate the public policy of the State indicated by the general restraint imposed upon our own corporations." It seems to me, however, that it would not necessarily follow that, because the Legislature had established a general policy which would invalidate the act of a corporation in this State as contrary to such policy, the same act would be void if performed within the jurisdiction of the sovereignty which had created the corporation, when such act was valid within that jurisdiction; and, such act being valid there, the principles of comity require that we should give effect to such act executed in the State that had created the corporation and which was valid there, unless there is a settled policy of this State which requires a court to refuse to recognize a transfer of property which was valid where the transfer was made because a portion of the property so transferred was located in this State. To show such a public policy it would require something more than to show that domestic corporations were prohibited from making such a transfer. Where a foreign corporation attempts to act in this State, the validity of the act itself is subject to the law of this State. Where a corporation assumes to act within another jurisdiction, the validity of the act must be determined by the law of the jurisdiction which created the corporation or the jurisdiction in which the act was performed. Whether this State will recognize the act as sufficient to transfer property located within this State is to be determined by the law of this State; but, certainly, in the absence of a distinct declaration of the establishment of a public policy which would be inconsistent with the recognition of the validity of such a transfer, the principles of comity require the courts to recognize the validity of the transfer and enforce it. I know of no express prohibition or public policy of this State which requires us to refuse to recognize a valid transfer of property by a App. Div.] FIRST DEPARTMENT, MARCH TERM, 1899. foreign corporation in the State of its domicile or to refuse to give such a transfer full force and effect. The respondent also objects to the sufficiency of the acknowledgment of this instrument. It is alleged in the moving papers that this foreign corporation duly made and executed a general assignment for the benefit of all its creditors; that the said deed of assignment was duly acknowledged on December 21, 1897, and was, on the 22d day of December, 1897, duly filed and recorded in the office of the recorder of deeds in the city of St. Louis, Mo.; that the said deed conveyed to the assignee, as trustee, all the assets, real and personal, wherever situated, of such corporation, in trust for its creditors; and that the said assignee accepted said trust and proceeded to take possession of the assets conveyed by said deed and administered the same up to his decease, April 5, 1898, and at the time of the death of the deceased he had not fully administered said trust; that thereupon and on or about the 6th day of April, 1898, by an order of the Circuit Court of St. Louis one William M. Bulkley, of said city of St. Louis, was appointed trustee to execute said deed of trust in lieu and place of said original trustee. An exemplified copy of this deed of trust was introduced in evidence, duly certified by the recorder of the city of St. Louis, under a stipulation by the parties that, “for the purposes of this motion and all proceedings taken upon any order to be entered upon the same, that the aforesaid records shall be considered as duly certified as required by the Code of Civil Procedure." The certificate of acknowledgment annexed to this deed of trust certifies that the president of the corporation appeared before the notary, and, upon being duly sworn, deposed that he was president of the aforesaid E. C. Meacham Arms Company, a corporation, and that the seal affixed to said instrument is the corporate seal of said corporation, and said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and that said E. N. Beach acknowledged said instrument to be the free act and deed of said corporation. The order of the Circuit Court of Missouri was also introduced in evidence, properly authenticated under the said stipulation, by which the court finds that the said deed of trust conveyed to the said Marshall F. McDonald, as trustee, all its assets, real and personal, wherever situated, in trust for the creditors of said E. C. FIRST DEPARTMENT, MARCH TERM, 1899. [Vol. 38. Meacham Arms Company, designated and described in said deed of trust, and that the said McDonald accepted said trust and proceeded to take possession of the assets conveyed by said deed, and administered the same up to his decease; that the said trustee did theretofore, to wit, on April 5, 1898, depart this life without having fully administered said trust or completed the performance of the duties imposed on him by said deed. It was, therefore, ordered by the court that the said William M. Bulkley, of the city of St. Louis, be appointed trustee to execute the said deed of trust in lieu and place of the said original trustee, and with all the power and authority in said deed vested in said original trustee, and that said William M. Bulkley, as trustee aforesaid, be ordered and directed to take possession, charge and control of all the assets of the trust estate conveyed by said deed which remained unadministered. We have here an assignment properly acknowledged on behalf of the corporation, with proof that the said instrument was signed and sealed by authority of its board of directors, and an adjudication by a court of competent jurisdiction of the domicile of the corporation, that by this deed of trust the corporation conveyed to the assignee, as trustee, all of its assets, real and personal, wherever situated, which would include this claim in controversy. None of these allegations are denied by the respondent, and we think that, upon the record, the execution of this instrument was properly proved. We think, therefore, that, upon the facts appearing before the court below, the title to this claim against the property in the hands of the receiver vested in the assignee under this assignment, and that the motion should have been granted. The order appealed from should be reversed, with ten dollars costs. and disbursements, and the motion granted, with ten dollars costs. VAN BRUNT, P. J., and O'BRIEN, J., concurred; BARRETT, J., concurred in result. Order reversed, with ten dollars costs and disbursements, and motion granted, with ten dollars costs. App. Div.] FIRST DEPARTMENT, MARCH TERM, 1899. BENJAMIN B. ODELL, JR., and EDWARD H. HOBBS, as Receivers of the MURRAY HILL BANK, Respondents, v. JULIA M. CLYDE and ROBERT J. CLYDE, Appellants. Pleading allegations creating an implication that a note payable to the maker's order and not indorsed by the maker was negotiated" by her under 1 R. S. 761, § 5. To make a note, payable to the order of the maker and not indorsed, valid within the provision of 1 Revised Statutes, 761, section 5, to the effect that a note made payable to the order of the maker thereof or to the order of a fictitious person, shall, if negotiated by the maker, have the same effect and be of the same validity as against the maker and all persons having knowledge of the facts as if payable to bearer, it is necessary to allege that the note was negotiated by the maker. An allegation in a complaint upon a promissory note, that the note having been made by one defendant, payable to her own order, was thereafter, and before the maturity thereof, duly indorsed by the other defendant, and that, as thus indorsed, it was delivered to a bank for value, necessarily implies that the note was delivered by the maker. APPEAL by the defendants, Julia M. Clyde and another, from an interlocutory judgment of the Supreme Court in favor of the plaintiffs, entered in the office of the clerk of the county of New York on the 20th day of June, 1898, upon the decision of the court, rendered after a trial at the New York Special Term, overruling the separate demurrers interposed by said defendants to the plaintiffs' complaint. Henry B. B. Stapler, for the appellants. William C. Breed, for the respondents. INGRAHAM, J.: The action is to recover upon three promissory notes. There are three causes of action which are the same, except as to the description of the notes. It is alleged in the first cause of action that the defendant Julia M. Clyde, on or about the 9th day of July, 1896, made her promissory note in writing, dated on that day, whereby, for value received, she promised and agreed to pay to the order of herself the sum of $4,925, at the Murray Hill Bank in the city of New York, thirty days after the date thereof; that the defendant Robert J. Clyde thereafter and before maturity duly indorsed the 38 333 59 598 FIRST DEPARTMENT, MARCH TERM, 1899. [Vol. 38. said note, and as thus indorsed it was delivered to the said Murray Hill Bank for value, and has come into the hands of these plaintiffs as a part of the assets of the said bank. Both the maker and indorser demurred on the ground that it was not alleged that the maker of the note to whose order it was payable indorsed the same, or that it was negotiated by her. The statute in force at the time of the making and delivery of this note provided that a note made payable to the order of the maker thereof, or to the order of a fictitious person, shall, if negotiated by the maker, have the same effect and be of the same validity as against the maker, and all persons having knowledge of the facts, as if payable to bearer. (1 R. S. 761, § 5.) Undoubtedly, to make a note payable to the order of the maker and not indorsed valid within this provision of the statute, it is necessary to allege that the note was negotiated by the maker; for, until such negotiation, or, in other words, until the note is delivered by the maker and value paid for it, it is an incomplete instrument, and imposes no liability upon the maker. The defendants insist that the complaint does not allege that this note was negotiated by the maker. Negotiation, as relating to negotiable paper, is defined in Bouvier's Law Dictionary to be "The act by which a bill of exchange or promissory note is put into circulation by being passed by one of the original parties to another person. * * There are two modes of negotiation, viz.: By delivery and by indorsements." Thus, an allegation that the note was delivered for value is equivalent to an allegation of its negotiation. * In Central Bank of Brooklyn v. Lang (1 Bosw. 202, 206) it is said: "We consider that a note, is negotiated within the statute, when it is delivered out by the maker for a consideration received, or agreed to be received, or delivered for circulation." In Merchants' Bank v. Straiton (3 Keyes, 366) it was said: "It is not only stated in the complaint in this action that the plaintiff is the holder and owner of the check, but also that it was transferred and delivered to him for a valuable consideration, and that he became its owner and holder by virtue of that transfer and delivery. This cannot be true unless the drawer of the check transferred and delivered it directly to the plaintiff or to some other person by or through whom it was transferred to the plaintiff;" and this allegation is sufficient on |