such for the purpose of imposing upon it reasonable police regulations. Moreover, a foreign railroad corporation, by merely leasing and operating a domestic railroad, does not become a domestic corporation, whether it operates it under a license from the domestic State or by its mere tacit consent.3

§ 7892. Instances where Such Adoption and Domestication were Held to have Taken Place. Where a railroad company had been incorporated by the Legislature of Indiana, and subsequently the Legislature of Ohio passed an act reciting the incorpora tion of the company in Indiana, and declaring "that the corporate powers granted to said company, by the act of Indiana incorporating the same, shall be recognized," and at a later date authorizing the extension of the company's road to Cincinnati in the State of Ohio, and declaring that the intention of the previous act "was to recognize, confirm, and adopt the charter of said Ohio and Mississippi Railroad Company as enacted by the legislature of the State of Indiana," it was held that this was a chartering, by the State of Ohio, of a corporation of the same name and style as that which existed in the State of Indiana; and, therefore, that the company was a distinct and separate body in Indiana from the corporate body of the same name in Ohio. In a subsequent case, the corporation created by the Ohio legislation last referred to, was char acterized as "the case of an Indiana railroad company, licensed by Ohio." Where a railroad corporation, created under the laws of Indiana, had made a written contract of lease with a railroad corporation created under the laws of Illinois, by which the Indiana corporation acquired the right, and assumed the duty of managing and carrying on the business of the main line and

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1 McGregor v. Erie R. Co., 35 N. J. L. 115.

Baltimore &c. R. Co. v. Cary, 28 Ohio St. 208.

5.

Railroad Co. v. Koontz, 104 U. S.

Ohio &c. R. Co. v. Wheeler, 1 Black (U.S.), 286, 293, 294. See ante, 47. By recurring to other titles it will appear that judicial opinion on the subject of the status of two corporations organized by the legis

latures of two different States to operate a railway, bridge, or other work lying partly within one of such States and partly within the other, bas undergone a considerable modification since the rendition of the decision last cited: Ante, §§ 47, 319, 320. Compare ante, §§ 688, 7438, 7452, 7472, 7490, 7499, 7817, 7891; post, $ 8012, 8020, 8128.

• Railroad Co. v. Harris, 12 Wall. (U.S.) 65, 83.

a branch road of the latter company, situated within the State of Illinois, and the Legislature of Illinois, referring to the lease, enacted that "the said lessees, their associates, successors, and assigns, shall be a railroad corporation in this State, under the said style of 'The Indianapolis and St. Louis Railroad Company,' and shall possess the same, or as large powers as are possessed by said lessor corporation, and such other powers as are usual to railroad corporations," the act was held not to import a mere license to an Indiana corporation to exert its corporate powers within the State of Illinois, but to create the lessees, their associates, successors, and assigns, a distinct body within the latter State.' The State of Tennessee, in 1846, created a corporation by the name of the Memphis & Charleston Railroad Company. Subsequently the Legislature of Alabama passed "an act to incorporate the Memphis & Charleston Railroad Company." This latter act referred to the act of the Tennessee legislature, and granted to the company a right of way through the State of Alabama, to construct its road to certain points named, declaring that it should have all the rights and privileges granted to it by its act of incorporation, subject to the restrictions therein imposed. It was held, in view of these, and a collection of other provisions enacted by the Legislature of Alabama, that it was the purpose of that legislature to re-incorporate the company under the laws of Alabama.' So, where a railroad company is chartered by one State, but a portion of its main line.

1 Railroad Co. v. Vance, 96 U. S. 450, 453, 457.

Memphis &c. R. Cɔ. v. Alabama, 107 U. S. 581, 584. See also Uphoff v. Chicago &c. R. Co., 5 Fed. Rep. 545, where there is a learned and valuable opinion upon this subject by Mr. District Judge Hammond, holding that certain legislation of Kentucky had operated to make a Louisiana railroad company a citizen of the State of Kentucky for the purposes of Federal jurisdiction. The Kentucky statute declared the Louisiana corporation to be "a body politic and corporate," and then authorized it to construct and operate its road through the State of Kentucky to the Ohio River. In James v. St. Louis

&c. R. Co., 46 Fed. Rep. 47, Mr. District Judge Parker held that a statute of Arkansas, which he recited, operated to make a railroad company organized under the laws of Missouri, a domestic corporation within the State of Arkansas. The s atute enacted "that every railroad corporation of any other State, which has heretofore leased or purchased any railroad in this State, shall, within sixty days from the passage of this act, file a duly certified copy of its articles of incorporation or charter with the Secretary of State of this State, and shall thereupon become a corporation of this State, anything in its articles of incorporation or charter to the contrary notwithstanding."

lies within the limits of another State, and is operated within that State under powers conferred by the legislation of that State, it may be treated as a domestic corporation of that State for the purposes of police regulation, and consequently for the purposes of the regu lation of its tolls and charges for carriage within that State; and a statute relating to the tolls and charges of "every incorporated company or companies in this State," etc., applies to such a railroad company.1 An insurance corporation created in Alabama obtained an act from the Legislature of Mississippi, authorizing it to establish one or more departments under the same name in that State, but not until citizens of that State had subscribed for $100,000 worth of capital stock, when it should be regarded as a home company, and have all the privileges of such companies. It was held that this act was not a mere license for the original corporation to do business in Mississippi, but created a new corporation.

§ 7893. Instances where Such Adoption and Domestication Held not to have Taken Place. Where, upon a true construction of all the applicatory legislation of the State, to which it is sought to impute an intent to adopt and domesticate a corporation created by another State, or to re-create it as a domestic corporation subject to its own control, if it is apparent that the intention of such State was merely to grant to the foreign corporation a license to conduct its business or exercise its franchises within its limits, as, for instance, in the case of a railroad company, a license to construct and operate its road within the limits of the State between certain points, and, to that end, to exert some of its corporate powers, it will not be held to have adopted and domesticated the foreign corporation, or to have created it a new corporation of its own, for any purposes connected with Federal jurisdiction." railroad corporation created by the State of Connecticut purchased

McGregor v. Erie R. Co., 35 N. J. L. 115; s. c. 35 N. J. L. 89.

2 Grangers' Life &c. Ins. Co. v. Kamper, 73 Ala. 325. For legislation construed as making a Pennsylvania railroad company & corporation within the State of Virginia, see Goshorn v. Board of Supervisors, 1 W. Va. 308. Where a banking corporation, created by the Legislature of

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Virginia before the separation of West Virginia from Virginia, had branches in West Virginia, it was held, after the separation, that the corporation was a domestic corporation of West Virginia, as well as of Virginia. Farmers' Bank. Gettinger, 4 W. Va. 305.

Goodlett v. Louisville &c. R. Co., 122 U. S. 391; Pennsylvania R. Co. v. St. Louis &c. R. Co., 118 U. S. 290.

the franchises and railroad of another railroad corporation, created under the laws of Rhode Island and Connecticut. The Legislature of Rhode Island ratified the sale, and authorized the purchasing corporation to exercise the rights, privileges and powers of the selling corporation. It was held that the purchasing corporation thereby became the legal successor of the selling corporation in Rhode Island, and, so far as it regarded that part of its railroad which lay within the State of Rhode Island, a corporation of that State.1 Statutes empowering railroad companies organized in certain other States to extend their roads into the particular State, and upon filing with the Secretary of the particular State their articles of incorporation, to be possessed of all the powers, franchises and privileges, and to be subject to the same liabilities as railroad companies organized under the laws of the particular State, have been held not to domesticate such foreign railroad companies so as to make them citizens of the particular State for the purposes of Federal jurisdiction.1

§ 7894. Statutes Subjecting Foreign Corporations to the Same Liabilities and Restrictions as Domestic Corporations. Statutes exist in some of the States providing, in various language, that foreign corporations shall be subject to all the liabilities, restrictions and duties that are or may be imposed upon domestic corporations of the like kind and character." The purpose of such a statute, as existing in Illinois, has been declared to be "to produce uniformity in the powers, liabilities, duties, and restrictions of foreign and domestic corporations of like character, and bring them all under the influence of the same law." It is also observed, concerning this statute, that "by declaring that foreign corporations shall have

1 Clark v. Barnard, 108 U. S. 436. Stout v. Sioux City &c. R. Co., 8 Fed. Rep. 794; s. c. 3 McCrary (U.S.), 1. A corporation created in Maryland to build a railroad there, afterwards obtained a special charter in Delaware to extend its road into that State, but it never entered that State. It was held that it did not become a Delaware corporation. Phila

delphia &c. R. Co. v. Kent County R. Co., 5 Houst. (Del.) 127.

3 See, for instance, the Illinois statute: Ill. Act Apr. 18, 1872; Rev. Stat. Ill. 1874, p. 290, § 26.

Stevens v. Pratt, 101 Ill. 206, 217; reaffirmed in Santa Clara Female Academy v. Sullivan, 116 Ill. 375; 8.c. 56 Am. Rep. 776.

no other or greater powers, there is a direct implication that they shall have equal powers with domestic corporations of like character."

§ 7895. Status of "Tramp Corporations."-In what has preceded, there has been the assumption that a corporation organized in one State, and seeking to do business in another State under the protection of its laws, is composed of the inhabitants of the State creating it. The case now to be considered is the case where the citizens of one State go into another State for the purpose of organizing a corporation under favorable statutes, without the intention of carrying on any business in such State, but with the purpose of carrying on business, we will say, to state the strongest case, in the State of their own residence. We will, for instance, state the case where several citizens of New York organized a pretended corporation in West Virginia, for the purpose of doing business, not in West Virginia, or in any other State than New York, the State of their own residence. In such a case is the law to be corrupted and perverted in favor of such manipulation, so far as to hold that the citizens of a State can be allowed to acquire a corporate existence, within that State, under, subject to, and governed by, the laws of another State? To put it another way, can the citizens of New York be allowed to import the laws of West Virginia governing private corporations, into the State of New York, and make those laws the rules of their own government in dealing with other citizens of New York; and will the courts of New York gravely sanction such frauds upon its own laws? These queries are suggested by a recent notable decision of the Court of Appeals of that State, following

1 Santa Clara Female Academy v. Sullivan, supra. A clause of such a statute defining the foreign corporations subject to the act as "doing business in this State," has been held to embrace a foreign educational corporation to which a devise of lands had been made, which lands were situated in the State of Illinois. The court

said: "Receiving lands in this State by devise, and the assertion in the State of ownership over them, we regard a sufficient doing of business in this State to bring appellant within the purview of this language of the Bection." Ibid.

Demarest v. Flack, 128 N. Y. 205.