from the use of its corporate name, adopted prior to the organization of the complainant company. A foreign corporation cannot thus contest the right of a domestic corporation to the name given to it by the State creating it.1

§ 7904. Courts will not Interfere with Internal Management of Foreign Corporations.-The general rule seems to be that the courts of one State will not interfere in controversies relating merely to the internal management of the affairs of foreign corporations. Upon the question what acts of a foreign corporation are within this rule, and what without it, the distinction has been taken that where the act affects one solely in his capacity as a member, he must seek redress of his grievance in the courts of the State or country creating the corporation; but where the act affects his individual rights, he may demand redress of any tribunal where jurisdiction may properly be acquired. For instance, he cannot, it has been held, appeal to a domestic court to compel a foreign corporation to pay such dividends as may, on an accounting, appear to be proper. So, the complaint of a stockholder that he has been deprived of his rights as a stockholder by being excluded from his right to vote at a stockholders' meeting, and seeking to be reinstated as a member of the foreign corporation, is an action which will not be entertained. Upon the same ground, relief has been refused to stockholders of a foreign corporation to restrain the company from paying a stock dividend; to appoint a receiver of the assets of the corporation within the State of the forum; and to compel the for

Hazleton Boiler Co. v. Hazleton Tripod Boiler Co., 142 Ill. 494; s. c. 30 N. E. Rep. 339; affirming s. c. 40 Ill. App. 430.

mond v. Enfield Man. Co., 13 Abb. Pr. (N. 8.) (N. Y.) 332.

North State Copper &c. Min. Co. v. Field, 64 Md. 151, 154.

'North State Copper &c. Min. Co. v. Field, 64 Md. 151, 154; Berford v. New York Iron Mine Co., 4 N. Y. Supp. 836; s. c. 56 N. Y. Civ. Proc. 236; Howell v. Chicago &c. R. Co., 51 Barb. (N. Y.) 378; Stafford v. American Mills Co., 13 R. I. 310; Red'Stafford v. American Mills Co., 13 R. I. 210; and see ante, § 7352.

Berford v. New York Iron Mine, 4 N. Y. Supp. 836; s. c. 56 N. Y. Civ. Proc. 236.

North State Copper &c. Min. Co. v. Field, 64 Md. 151.

• Howell v. Chicago &c. R. Co., 51 Barb. (N. Y.) 378.

eign corporation to divide its assets among its stockholders.' These, and other like cases, proceed upon two grounds: 1. The general impropriety of the courts of one State attempting to settle the internal affairs of a corporation created by and domiciled within another State; and 2. The inability of a court in one State to do full justice in such a case, for want of the necessary parties. The doctrine obviously has its limitations. Manifestly it cannot always be applied so as to restrain the action of the tribunals of one State in the case of a "tramp" corporation, that is to say, of a corporation organized entirely by citizens of the domestic State, under the laws of a foreign State, and having its office and entire business in the domestic State, of which examples have already been given.' Here, the State whose laws have been defrauded will not, on the one hand, surrender plenary control over the corporation, if indeed it admits it to be such; and on the other hand, a State whose laws have been defrauded by the organization under them of a corporation for the purpose of doing business wholly within another State and composed wholly of citizens of such other State, cannot, in general, do complete justice, from the mere circumstance of being unable to get possession of the assets of the corporation, which are beyond its jurisdiction.*

Redmond v. Enfield Man. Co., 13

Abb. Pr. (N. s.) (N. Y.) 332.

Ante, § 3051, et seq.; § 7351. • Ante, § 7895, et seq.

There is a holding of a department of the Supreme Court of New York to the effect that, under § 1780 of the Code of Civil Procedure of that State, providing that an action against a foreign corporation may be maintained by a resident of the State, or by a domestic corporation, for any cause of action, resident stockholders of a foreign corporation may maintain an action to enjoin it and its directors from constructing branch lines of railroad, and from expending funds therefor which are within the State, to the irreparable injury of the stockholders.

Ives v. Smith, 3 N. Y. Supp. 645; 8. c. affirmed, 55 Hun (N. Y.), 606; 8 N. Y. Supp. 46. Construction of New York Act 1842, ch. 165, requiring foreign corporations keeping a transfer agent in New York to exhibit transfer book and list of stockholders to stockholders at all reasonable hours: Kennedy v. Chicago &c. R. Co., 14 Abb. N. Cas. (N. Y.) 326; People v. Paton, 5 N. Y. St. Rep. 313; Ervin v. Oregon R. & N. Co., 22 Hun (N. Y.), 566; Phillips v. Germania Mills, 20 Abb. N. Cas. (N. Y.) 381. That a demand for an inspection of the stock book is not sufficient as a demand for an inspection of the transfer book: Kennedy v. Chicago &c. R. Co., 14 Abb. N. Cas. (N. Y.) 326.

§ 7905. But will Settle Ordinary Questions Depending upon the Construction of Foreign Charters. But the courts of the domestic State will, and this is a matter of everyday practice, settle questions of right depending upon foreign charters, which do not involve the mere internal government of foreign corporations. They will, for example, where the question becomes material, inquire whether a corporation created by the laws of another State has transcended its charter powers. In construing a foreign charter, they will, in general, follow the decisions of the State creating the foreign corporation; though this rule has been denied where the question related to the devolution of title to land in the domestic State.

POWERS OF FOREIGN CORPORATIONS RELATING TO LAND.

SECTION
7913. Power to acquire and hold
land.

7914. Decisions considering the ques-
tion as one of public policy.
7915. Decisions conceding the power.
7916. May acquire and hold real es-

tate for office purposes, etc. 7917. Whether this power exists in a

foreign corporation organized
for the purpose of dealing in
real estate.

7918. Doctrine that such power is pre

SECTION

sumed to exist until the State interferes.

7919. Power to take and hold lands
by devise.

7920. Power limited by charter of cor-
poration.
7921. Such charter construed accord-
ing to the lex rei sitæ.
7922. Power to take and foreclose
mortgages.
7923. Power to mortgage and incum-
ber their lands.

It is impos

§ 7913. Power to Acquire and Hold Land. sible to state in a paragraph any rule upon this subject applicable in all the States of the Union; but the following is believed to be the doctrine which obtains in most of the States: 1. That a corporation created under the laws of one State of the Union may acquire and hold land in another State, when it might so acquire and hold land in the State of its creation,2-unless (a) the local statute law prohibits it from

1 There is a note on this subject, collecting American decisions, in 30 Am. & Eng. Rail. Cas. 144.

Thompson v. Waters, 25 Mich. 214; 8. c. 12 Am. Rep. 243; State v. Boston &c. R. Co., 25 Vt. 433; Lumbard v. Aldrich, 8 N. H. 31; s. c. 28 Am. Dec. 381; New York Dry Dock v. Hicks, 5 McLean (U. S.), 111; Lathrop v. Commercial Bank, 8 Dana (Ky.), 114; s. c. 33 Am. Dec. 481; Santa Clara Female Academy v. Sullivan, 116 Ill. 375; s. c. 56 Am. Rep.

776, 779 (limiting Carroll v. East St. Louis, 67 Ill. 568; s. c. 16 Am. Rep. 632); Stark weather v. American Bible Society, 72 Ill. 50; s. c. 22 Am. Rep. 133; United States Trust Co. v. Lee, 73 Ill. 142; s. c. 24 Am. Rep. 236; Whitman &c. Mining Co. v. Baker, 3 Nev. 386; Steam-Boat Co. v. McCutcheon, 13 Pa. St. 13; Missouri Lead Mining &c. Co. v. Reinhard, 114 Mo. 218; s. c. 21 S. W. Rep. 488; Barnes v. Suddard, 117 Ill. 237; 8. c. 7 N. E. Rep. 477; University v.

so doing, or (b) - what is more vague and indeterminate,