Land Grant Railway & Trust Co. v. Board of County Commissioners

The opinion of the court was delivered by

Valentine, J.:

In the consideration of this case it is necessary that we should go back to the very foundation upon which the plaintiffs build their superstructure; that we should look into the origin and organization of their supposed corporation; that we should investigate the validity of their Pennsylvania charter, and that we should *252 determine whether they have any legal status, or legal corporate existence in Kansas. The defendants deny that the plaintiffs have any legal corporate existence in Kansas or elsewhere; and deny particularly that they have any legal right to engage in any such business in Kansas as they have engaged in on such a grand scale for the last two years.

It is certainly with no feeling of hostility towards any one, that we investigate these questions. They are thrust upon us without our consent. The plaintiffs bring the case here, and these questions necessarily arise in the case at the very threshold of its examination,- and we could not well, if we would, escape from their investigation.

It must be admitted that the plaintiffs have been of great benefit to the people of Kansas. They-have vastly increased the wealth of the State. They have expended' millions of money in enterprises of incalculable benefit to the public. They have built and are building within this State, long lines of railroads, instruments of commerce and intercourse essential to the prosperity of any people, and a species of improvement without which civilization itself could no longer progress.

x. corporations powh^eto.1108’ But let us turn to the plaintiffs’ Pennsylvania charter. “ It is well settled that, while a nation possesses an exclusive jurisdiction within its own boundaries, neither constitutions nor statutes have any intrinsic force, ex proprio vigore, beyond the territory of the sovereignty which enacts them, and the respect which is paid to them elsewhere depends on comity alone.”- (Sedg. on Stat. and Cons. Law, 69.) This is a maxim, self evident, and universal in its application, applying as well between the different States of this Union as between *253 foreign States; and needs only to be stated to be assented to. It would be absurd in the extreme to suppose that the laws of any State or country could have any force or operation beyond the boundaries of the State enacting them. “ A corporation is an artificial being, invisible, intangible, and existing only in the contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence.” (4 Wheat., 636.) It “ can have no legal existence out of the boundaries of the sovereignty by which it is created.” “ It exists only in contemplation of law and by force of the law; and when that law ceases to operate and is no longer obligatory, the corporation can have no existence. It must dwell in the place of its creation, and cannot migrate to another sovereignty.” — (13 Peters, 520, 588, 539.)

“It is a rule of law that a private corporation whose charter has been granted by one State cannot hold meetings and pass votes in another State. — (14 N. J., 380, 383.) “ Corporate acts performed by the body of the corporation while sitting out of the State which creates it, are void and of no effect.” — (20 Ind., 292, 297. And see 27 Me., 509, 524.)

A corporation, in order to have any legal or valid existence, must have a home, a domicile, a principal place of doing business, within the boundaries of the State which creates it. It may send agents into other States to do business, but it cannot migrate iñ a body. If it attempts to migrate in a body, to go beyond the jurisdiction of the laws which bind and hold it together, it dissolves into its original elements, and the persons who comprise it become only individuals. And even where a corporation *254 has a legal and valid existence in its own State, the only .recognition that other States*will give to it is such as the rules of courtesy and comity between States require.

Under the rules of comity, a foreign corporation may by its agents usually exercise in another State all the powers which it could exercise in its own State, which are not repugnant to the laws and institutions, nor prejudicial to the interests of such other State. And comity would perhaps allow a foreign corporation to exercise in another State, powers beyond what it could exercise in its own State, which were absolutely necessary to the exercise of its legitimate functions in its own State. For instance: Suppose that grapes and wine could not be produced in the State of Pennsylvania; and suppose that the State of Pennsylvania desired to charter a corporation to furnish grapes and wine from the States of New York and California to the people of the State of Pennsylvania. ' The States of New York and California might, through comity, allow said corporation to hold, occupy, and operate vineyards in their respective States for that purpose. But this is certainly as far as any kind of courtesy or comity would go. No rule of comity will allow one State to spawn corporations, and send them forth into other States to be nurtured, and do business there, when said first mentioned State will not allow them to do business within its own boundaries.

2. Pennsylvania “mgSaedinot nofbeTecogl11 “3-The first section of the plaintiff’s charter says that this corporation, (the New York and California Vineyard Company,) may do business any where except r J J J J. n the State of Pennsylvania — which is equiva]ent to saying that it shall not do business in the State of Pennsylvania; and the fourth section says that it shall establish their offices where their *255 business is located, which is equivalent to saying that they shall not establish any office in the State of Pennsylvania. From the only territory in the whole world, over which the State of Pennsylvania has any jurisdiction or control, and in which it could authorize a corporation to have an office, or to do business, it excludes this corporation; and the attempt on the part of the State of Pennsylvania to authorize this corporation to have an office, or to do business anywhere else except in the State of Pennsylvania, is ultra vires, illegal and void. The truth is, that while this supposed corporation was originally organized for the whole United States, except the State of Pennsylvania, and afterwards by its amended charter of February 17th, 1870, for the whole world except Pennsylvania, it had no legal or valid existence anywhere upon the face of the earth. At the very creation of this supposed corporation its creator spurned it from the land of its birth, as illegitimate, and unworthy of a home among its kindred, and sent it forth a wanderer on foreign soil. Is the State of Kansas bound by any kind of courtesy, or comity, or friendship, or kindness to Pennsylvania, to treat this corporation better than its creator (the State of Pennsylvania) has done ? It can hardly be supposed so, when we come to see how carefully our own constitution has guarded the creation of corporations in our own State.

The said charter would be void for other reasons than these we have mentioned, if it had been enacted by the Legislature of the State of Kansas. It contravenes two' provisions of our constitution. It is a special act, conferring corporate powers; (§ 1, Art. 11, Const.;) and the subject of the act is not clearly expressed in the title; (§16, Art. 2, Const.)

*256 The following authorities bear upon the questions discussed in this case: Redfield on Railways, 56, 57, 58, and note 10; Ames & A. on Corps., §§ 161, 273; 13 Peters, 520, 588; 14 Peters, 122, 129; 1 Black, 286, 295; 51 Penn. St., 228, 231; 5 Bush. (Ky.) 69, 75, et seq; 20 Ind. 492, 525, et seq; 14, N. J., (1 McCarter,) 380, 383; 27 Me., 509, 520, et seq; 1 Sumner, 46, 62.

The writ of mandamus is refused.

All the Justices concurring.