United States, CURTIS, J., say: "A corporation created by Indiana can transact business in Ohio, only by the consent, express or implied, of the latter State. This consent may be accompanied by such conditions as Ohio may think fit to impose, and these conditions must be deemed valid and effectual by other States, and by this court; provided, they are not repugnant to the constitution and laws of the United States, or inconsistent with those rules of public law which secure the jurisdiction and authority of each State, from encroachment by all others, or that principle of natural justice which forbids condemnation without opportunity for defense." But if there be no express provision of law to the contrary, such permission may be presumed or implied.1 The same doctrine is held in Virginia, that the States have a right to regulate the terms upon which foreign insurance companies may do business as corporations within their territorial limits, by all such reasonable regulations as do not infringe upon the jurisdiction of the national courts or rights of Congress under the constitution. And that the privileges and immunities secured to the citizens in the several States under the constitution of the United States do not apply to legal persons or entities, such as private corporations of the several States.3 In the subsequent case of Insurance Co. v. Morse, the supreme and in Covington Drawbridge Co. v. Shepherd, 20 How. 227; Ohio & Miss. R. R. Co. v. Wheeler, 1 Black, 286. In all those cases, the doctrine is recognized, that the admission of a foreign corporation to transact business within a State is discretionary with the State itself, and depends upon permission express or implied. In the language of the learned Justice FIELD, "the privilges and immunities secured to citizens of each State, in the several States by the provision in question, are those privileges and immunities which are common to the citizens in the latter States, under their constitution and laws, by virtue of their being citizens. Special privileges enjoyed by citizens in their own States are not secured in other States by this provision. It was not intend ed by this provision to give to the laws of one State any operation in other States. They can have no such operation, except by the permission, express or implied, of those States. The special privileges which they confer must, therefore, be enjoyed at home, unless the assent of other States to their enjoyment therein be given." Paulo. Virginia, supra. 'Story's Conf. of Laws, § 38. 2 Slaughter . Commonwealth, 13 Gratt. 767. Slaughter. Commonwealth, 13 Gratt. 767, 773, citing Commonwealth v. Milton, and Lexington v. Same, 12 B. Mon 212; Tatem v. Wright, 3 Zab. 429; Corfield v. Coryell, 4 Wash. C. C. 371. 420 Wall. 445. court of the United States, HUNT, J., say: "We do not consider the question whether the State of Wisconsin can entirely exclude such corporations from its limits, nor what reasonable terms they may impose as a condition of their transacting business within the State. These questions have been before the court in other cases, but they do not arise here." And, again, in Doyle v. The Continental Insurance Co.,1 the court reassert the doctrine that a State may impose terms upon private corporations of other States doing business within its limits not inconsistent with the rights and jurisdiction of the Federal government and courts; and having given permission, may revoke it at will.2 But, quære, as to this without cause, if contract rights have vested on the faith of such permission? A State cannot Impose Terms which Conflict with the United States Constitution and Laws. But whatever other terms of doing business in another State may be imposed upon such corporation, it is well settled that the terms must not be such as impair the rights of the National government or courts under the constitution. Hence a State law requiring foreign corporations, as a condition to doing business in the State, to enter into a stipulation to keep in such State an attorney or agent, on whom service in suits against the corporation may be made as on the corporation, and agreeing not to remove suits against such corporation from the State to the United States court, is invalid as violating the constitution; and such stipulation, so far as regards the removal of suits, is ineffectual to prevent removals, and that the jurisdiction of the United States court cannot be affected by either such statute or stipulation. But where such statute also requires in addition to such stipulation, and as a prerequisite to so transacting business in the State, a license authorizing it so to do, and requires such license to be cancelled by State authority in 14 Otto, 535. Sec, also, Ducat v. Chicago, 10 Wall. 410; Lafayette Ins. Co. v. French, 18 How. 404; Christ Church . Philadelphia, 24 How. 300; People v. Roper, 35 N. Y. 629; People . Commissioners of Taxes, 47 N. Y. 501. 2 Doyle v. Continental Ins. Co., 4 Otto, 535. 3 Insurance Co. v. Morse, 20 Wall. 445; Doyle v. The Continental Ins. Co., 4 Otto, 535; Insurance Co. v. Dunn, 19 Wall. 214; Stevens v. Phoenix Ins. Co., 41 N. Y. 149; Holden v. Putnam Ins. Co., 46 N. Y. 1; Hadley v. Dunlap, 10 Ohio St. 1. See, also, Home Ins. Co. v. Davis, 29 Mich. 238. the event of the parties removing a suit in violation of such agreement, as is the case in the statute of Wisconsin on that subject, it is held by the State court, since the decision in the Insurance Co. v. Morse, above referred to, that notwithstanding said decision of the United States supreme court as to the insufficiency of such legislation to prevent a removal of a suit, that nevertheless the State court may rescind such license if such removal be made. How far this act of rescinding a license already existing for the mere doing of what the United States supreme court has held to be lawful will be upheld, has not, so far as we know, been decided by that court. But whatever the right of exclusion from doing business locally and entirely confined within a State, it is certain that no State can exclude a corporation which is engaged in inter-State transportation or commerce, nor an inter-State corporation organized under or in accordance with a law of the United States. 3 In the case here cited of Pensacola Telegraph Company v. The Western Union Telegraph Company, the supreme court of the United States, adverting to the ruling in Paul v. Virginia,1 to the effect that a State might exclude a corporation of another State from its jurisdiction, say that the case of Paul v. Virginia was not in reference to a corporation engaged in inter-State commerce, and that if it had been then very different questions would have been presented, as is shown by the terms of the opinion in that case.5 III. FOREIGN CORPORATIONS MAY DO BUSINESS IN A STATE, IF NOT PROHIBITED. WHAT LAW GOVERNS THEIR CONTRACTS. No principle of the law is better settled than that corporations. aggregate of a private nature, created in one State, may do such business in other States as their charter authorizes where created, if such business is not inconsistent with the laws or policy of such other States, and their contracts in reference thereto, if otherwise lawful, will be enforced." 1 State v. Doyle, 40 Wis. 175, 220. 2 Pensacola Telegraph Co. v. Western Union Telegraph Co., 6 Otto, 1. 3 Ibid. 48 Wall. 168. Pensacola Telegraph Co. v. West ern Union Telegraph Co.,6 Otto, 12, 13. 6 Conn. Mutual Life Ins. Co. v. Cross, 18 Wis. 109; Thompson v. Waters, 25 Mich. 214. See, supra, § 2 of this chapter. See, further, Baltimore, etc., R. R. Co. v. Glenn, 28 Md. 287; The same principle is equally well settled that they have capacity to sue in the courts of such other States, in action ex contractu.1 But a corporation of one State making contracts in another State does so by comity of the latter. Its power to contract, however, and the contract itself, is in reference to the law of its charter and the laws of the State wherein it is created and exists. These govern the nature, obligation and interpretation of the contract, and not the local law of the State where the contract is made, as ordinarily would be the case in reference to contracts between natural persons. But except so far as different by reason of the artificial character of the corporate person, its powers, capacities and purposes, the local law of the contract will apply. Yet a foreign corporation doing business as a railroad company in another State, by extending the line of its road therein, by permission of law of such State, is deemed, as to contracts made therein by it, to possess the powers and as subject to the liabilities of similar corporations created by the State into which it is so allowed to enter, as settled by the adjudications of the courts of such State; and it will not be permitted, after making contracts therein, in the exercise of privileges thus conceded to it, to then set up incapacity to thus contract under the law of the State where it was chartered. 3 A foreign corporation authorized by statute of another State to construct an extension of its road therein, and granting it all the privileges and immunities, and subjecting it to all the restrictions conferred and imposed on it by law in the State wherein it is created, though not made a domestic corporation by such grant, is, nevertheless, so far domesticated as to be exempt from process of attachment, when by the law of its creation it is so exempt.4 Such grant and the terms thereof of the State wherein it is thus allowed to enter and do business, are so far of the nature of a Williams v. Creswell, 51 Miss. 817; 1 Conn. Mutual Life Ins. Co. v. Cross, 18 Wis. 109; Bank of Augusta . Earle, 13 Pet. 519. See, supra, § 1 of this chapter. 2 Hutchins . New England Coal Mining Co., 4 Allen, 580; Bank of 2 Milnor v. New York & N. H. R. R. Co., 53 N. Y. 363. 4 Martin . Mobile & Ohio R. R Co., 7 Bush, 116. contract that the same may not be impaired by subsequent enactments or conduct of the State.1 IV. INTER-STATE POWER TO HOLD LANDS. Although corporations created by the laws of a State, and authorized to acquire and hold lands for the purposes of the corporation, cannot take and hold lands in another State without permission therefor expressed or implied, and although a law of such other State may render lands thus acquired and held subject to escheat or forfeiture to the State, yet lands thus acquired and held by trustees for use of such foreign corporation are rightfully held and possessed by such trustees and corporation until title is divested by the necessary legal proceedings of the State set on foot for that purpose. 2 Hold Lands, if no Inhibition. If no statutory inhibition, corporations created in one State may sue in another State; may take lands in security for debts, and enforce such security;4 may make promissory notes and other contracts not violatory of the laws of such other States; and may loan money on mortgage therein, if authorized by its charter to so loan, where incorpor ated, and not prohibited by the laws of the State wherein the loan is made.® But foreign railroad corporations, authorized by law of a State to do business therein are thereby doubtless authorized to take and hold necessary lands. V. INTER-STATE SUIT AGAINST STOCKHOLDERS TO ENFORCE INDIVIDUAL LIABILITY. Neither an action at law, or a bill in equity, will lie against a stockholder of a corporation to enforce individual statutory liability for corporate debts, in a court of a State other than that wherein the corporation exists in law, or was by law created, 1 Martin v. Mobile & Ohio R. R. Co., 7 Bush, 116. Runyan. Coster, 14 Pet. 122; Thompson . Waters, 25 Mich. 214. See, also, White . Howard, 38 Conn. 342; Carroll v. East St. Louis, 67 Ill. 568; U. S. Trust Co. v. Lee, 73 Ill. 142; Claremont v. Royce, 42 Vt. 730. 3 New York Dry Dock Co. v. Hicks, 5 McL. 111. 4 Ibid. 5 New York Floating Derrick Co. v. N. Jersey Oil Co., 3 Duer. 648; Thompson . Waters, 25 Mich. 214. 6 Farmers' Loan & Trust Co. v. McKinney, 6 McL. 1. |