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they contracted by their own names, authorized such part payment. This may be illustrated by a case where a parish vestry, having resolved to borrow money for the purposes of building an almshouse, borrowed the money upon the security of a promissory note, signed by the defendants,' with the stipulation that interest due upon the note should be regularly paid by the overseers for the time being, to a period within six years from the date when the action was brought upon the note. It was held to be a question for the jury, in dealing with the defense of limitation, whether, by the form of the note, the defendants had not constituted the parish officers for the time being, their agents for the payment of interest, so as to take the case out of the statute,


8 7841. Limitation of Actions against Foreign Corporations. — Statutes of limitation form no part of any contract unless made so by the parties to the contract. They concern only the form and time of the remedy for a breach of it. They are local, and have force only within the State which enacts them; and the courts of one State will not enforce the statutes of limitation of another State. Nearly all statutes except from

time when they run any period of time during which the debtor is a non-resident of the State and beyond the reach of its process. This exception is generally made by the use of the word“ person” in describing the debtor; but, on a principle of interpretation already considered," it is justly held that a corporation is within the meaning of the statute; since the policy could not be imputed to the legislature of making a discrimi. nation against its own citizens in favor of foreign corporations, which it expressly refuses to make in respect of foreign citi.

It follows that a statute of limitation does not run


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Co.,1 Denio (N. Y.), 441); Ratban v. Northern Cent. R. Co., 50 N. Y. 656; Robinson v. Imperial Silver Min. Co., 5 Nev. 43 (overruling Chollar-Potosi Min. Co. v. Kennedy, 3 Nev. 361, 372; 8. C. 93 Am. Dec. 409); State v. Central Pac. R. Co., 10 Nev, 47, 81.


against a foreign corporation until such time as it comes voluntarily within the State and submits to its jurisdiction in some of the modes elsewhere pointed out.' The mere fact that it has property in the State which might be seized or affected in a proceeding in rem, does not, it has been held, take the case out of this rule. Nor is the rule less applicable because the action is brought by a foreign creditor, unless the statute makes a discrimination against such creditors. On the other hand, a foreign corporation which has acquired within the domestic State a domicile for the purposes of litigation in any of the modes elsewhere pointed out,' is not a non-resident in such a sense as supends the operation of the statute of limitations against it, but may plead the statute of limitations as a resident corporation might. These principles conform to the principle which governs in the interpretation of this exception to the statute of liinitations in the case of non-resident persons: the true test of the running of the statute being whether the defendant invoking its power has been amenable to the service of process during the whole period of its nonresidence. For instance if, under the local statute, a foreign corporation have a managing agent within the State upon whom process may be served, so as to give jurisdiction over it in actions in personam, the period during which the running of the statute will be suspended against it, will be the period during which the plaintiff is disabled from suing by reason of its having no such managing agent in the State.

Post, $ 7889, et seg.

period of non-residence, the foreign • Waterman v. Sprague Man. Co., corporation was domiciled within the 55 Conn. 554, 576; 8. c. 12 Atl. Rep. State for jurisdictional purposes, 240.

and notably in a case where the Post, $ 7889, et seg.

foreign corporation was the lessee of · Huss v. Central R. &c. Co., 66 a railroad in the domestic State, conAla. 472.

nected with a road of which it was Ibid.

the owner in the State of its own • Express Co. v. Ware, 20 Wall. origin, and where it had a managing (U. S.) 543. It is believed that in agent of its leased railroad within some of the foregoing cases the true the domestic State, - & circumstance principle has been misapplied, so as which clearly made it amenable to to cut off the defense of limitation the process of the courts of that State in cases where, during the alleged in actions in personam. Rathbun v.



§ 7842. Equitable Doctrine of Laches. - Outside the direct operation of statutes of limitation, lies the equitable doctrine of laches; a doctrine under the operation of which courts of equity frequently repel suitors where, under all the circumstances of the case, they have been guilty of inexcus. able delay in moving to enforce their rights, so that there is a probability that adverse rights have been acquired upon the faith of the existing state of things, which would be disturbed if such suitors were admitted to the remedy which they seek. Premising that, in the application of this doctrine of laches, courts of equity do not necessarily apply the analogy of the statute of limitations, a decision may be referred to where it was held that a transaction fairly and openly entered into between a corporation and one of its directors, sanctioned by all and inuring to the benefit of the corporation, will not be set aside at its instance, seven years afterwards, on the ground that it was ultra vires;? and another, where it was held that the stockholders of a corporation cannot have an agreement by its officers canceled after it has been acted upon by the other party for more than twenty years, on the ground that they have just discovered the facts entitling them to such cancellation, where they could, by the exercise of even slight diligence, have easily discovered such facts, at any time after the execution of the agreement. Numerous other applications of this doctrine have already been given, as will be seen by a reference to the index.

Northern Cent. R. Co., 50 N. Y. 656. effect that the fact that the foreign Such a construction of the statute corporation may have had, during the visits upon foreign corporations a dis- whole period, property within the crimination which is not visited upon domestic State which might have been foreign citizens. There is a holding reached by a proceeding in rem, does in Vermont to the effect that statutes not enable it to avail itself of the deof limitation do not commence run

fense of the statute. Waterman v. ning in favor of a foreign corporation Sprague Man. Co., 55 Conn. 554, 576. until it acquires tangible property

· Pneumatic Gas Co. v. Berry, 113 within the State: Hall v. Vermont

U. S. 322. &c. R. Co., 28 Vt. 401. But this is

* Jesup v. Illinois &c. R. Co., 43 contrary to the doctrine in Connecti- Fed. Rep. 483. cat, which, as above seen, is to the




ART. I. IN GENERAL. 88 7847-7860.



7847. General rule that corporate prop-

erty subject to execution. 7848. Otherwise as to property of cor

porations created for public

objects. 7849. Sequestration of earnings. 7850. Liens of judgments upon rail

road property. 7851. Rolling stock vendible under

execution. 7852. Alienation through sales to en

force mechanics' liens. 7853. Corporate franchises not sub

ject to execution.
7854. Nor is property necessary to

enjoyment of corporate fran-

7855. Cases to which this exemption

does not extend.
7856. Decisions denying this exemp-

tion. 7857. Statutes abolishing this exemp

tion. 7858. Levying upon & franchise of

taking tolls and upon tolls to

accrue under a franchise. 7859. Effect of levy upon personal

property subject to existing

mortgages. 7860. Levying upon the assets of a

dissolved corporation, or & corporation in liquidation.

87847. General Rule that Corporate Property Subject to Execution. — The jus disponendi is involved in the very idea of property; and it is well said that, in the absence of some express legal exemption, “it is an inseparable incident to property, legal or equitable, that it should be liable to the debts of the owner, as it is to his alienation.". This princi. ple, in its application to the property of corporations, is de

· Hough 0. Cress, 4 Jones Eq. corporate would give, in the absence (N. C.) 295, 297; ante, $ 6466. It is of any restriction, the power to acstated in an elementary work that the quire and dispose of property. Grant mere grant of the right to be a body Corp. 4.

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clared by statute in several States. Nevertheless, it has been said that some restriction upon this right is generally found, either in the object of the incorporation or in the nature of the proporty. But it is very properly conceded that where such a restriction does not apply, a corporation may be regarded as occupying the position of an individual owner. « There would be the same right of voluntary alienation, and a like liability to involuntary alienation. What the company could convey, its creditors might subject."! It follows that the property, whether real or personal, of corporations which are formed for the prosecution of objects of personal benefit, such as banking, trading, and manufacturing companies, may be seized and sold for the payment of the debts of the corporation, in like manner as the property of individual debtors may be seized and sold. A corporation cannot therefore claim that its funds are exempt from the process of its cred. itors, because it needs them for the repair of its works, or has by resolution set them aside for that purpose, unless those works are affected with a public interest.' And even then, whatever exemption from execution the law annexes to the property of private corporations necessary for the performance of their public duties, under the principles hereafter stated, may be waived by the legislature; and the power of the leg. islature to subject the property of a corporation, of whatever description, to the payment of its debts, is undeniable.

8 7848. Otherwise as to Property of Corporations Created for Public Objects. — But in respect of corporations created for public objects, such as railway, turnpike and canal companies, the view is that property belonging to such corporations, which is indispensable to the exercise of the franchises conferred upon them and to the performance of the correlative

Coe v. Columbus &c. R. Co., 10 ical &c. Orphan Home v. Buffalo &c. Obio St. 372, 377; 8. C. 75 Am. Dec. Asso., 64 N. Y. 561. 518, 520, 521.

* Fox v. Reed, 3 Grant Cas. (Pa.) * State v. Bank, 6 Gill & J. (Md.) 81. 206; 8. c. 26 Am. Dec. 561; Evangel- Post, $ 7848. • Louisville &c. Co. v. Ballard, 2 Metc. (Ky.) 165.

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