not, obviously, in any way be amenable to its law, or be subject to any liability under or by virtue of the same. Would his return to this State, ipso facto, subject him to an action under our statute? I think not." 36 36 E. D. Smith, J., in Crowley v. Panama R. R., 30 Barb. (N. Y.) 99, 107. CHAPTER V. HOW FAR A CORPORATION MAY ACT IN A FOREIGN STATE. 111. Right of a corporation to act§ 117. A foreign corporation may be in a foreign State 112. Acts contrary to public policy. 113. Acts beyond the power of domestic corporations. 114. Corporations formed to act in foreign States only. 115. Right to exercise a franchise. 116. A foreign corporation may be excluded from a State. admitted on terms. 118. A foreign corporation is sub- 119. What laws of a State apply 111. Right of a corporation to act in a foreign State. Whether a foreign corporation shall be allowed, through its agents, to act in any State evidently depends upon the law of that State; and if no constitutional provision is thereby transgressed, a foreign corporation may by law be forbidden to act. The common law, however, did not in general forbid a foreign corporation to act; and it may be laid down as a general rule that, in the absence of a statute forbidding it, a foreign corporation may through its agents do all acts that an individual might do, and may thereby acquire legal rights and become subject to obligations.1 1 Bateman v. Service, 6 App. Cas. 386; Bank of Augusta v. Earle, 13 Pet. 519, 10 L. ed. 274; Tombigbee Ry. v. Kneeland, 4 How. 16, 11 L. ed. 855; Am. Waterworks Co. v. Farmers' Loan & Trust Co., 73 Fed. 956; Oregonian Ry. v. Oregon Ry. & Nav. Co., 27 Fed. 277, 280; Duke v. Taylor, 37 Fla. 64, 19 So. 172, 53 A. S. R. 232, 31 L. R. A. 484; Webster v. Oregon Short Line R. R., 6 Idaho, 312, 55 Pac. 661; Frazier v. Willcox, 4 Rob. (La.) 517, 532; Life Assoc. of America v. Levy, 33 La. Ann. 1203; Thompson v. Waters, 25 Mich. 214, 12 A. R. 243; Williams v. Creswell, 51 Miss. 817; Taylor v. Alliance Trust Co., 71 Miss. 694, 15 So. 121; Blair v. Perpetual Ins. Co., 10 Mo. 559, 47 A. D. 129; Ferguson v. Soden, 111 Mo. 208, 19 S. W. 727, 33 A. S. R. 512; Curtis v. § 112. Acts contrary to public policy. 3 This general principle is ordinarily qualified by the statement that a foreign corporation can do no act repugnant to the policy of the State or prejudicial to its interests. It must be left to the courts of each State to say what acts are of this nature as gathered from the general tendency of its legislation; and in the absence of express legislation the courts will require clear evidence that the act attempted is against public policy. As is often said, the supposed public policy must be expressed "in some affirmative way." In the words of Chief Justice Christiancy: 4 "The judiciary, whose province is only to declare, and not to make, the law, must be guided in their decision by the principle and policy adopted by the legislature of this State in reference to this question. And in ascertaining what this legislative policy is, we are to be guided not only by such express provisions as they have chosen to make, and the natural implication from them, but also by their silence, which may furnish as clear an indication of what that policy was intended to be, as can be drawn from what they have expressed, since, if they have made no provision at all upon the particular subject, or branch of the subject, or question involved, it may reasonably be inferred that they intended to adopt, and left to the courts to apply, the generally received principles of comity, and to that extent to McCullough, 3 Nev. 202; Moulin v. Trenton M. L. & F. Insurance Co., 25 N. J. L. 57; Merrick v. Van Santvoord, 34 N. Y. 208; Newburg Petroleum Co. v. Weare, 27 Oh. St. 343; Second Nat Bank v. Hall, 35 Oh. St. 158; Kerchner v. Gettys, 18 S. C. 521; Lytle v. Custead, 4 Tex. Civ. App. 490, 23 S. W. 451; Less v. Ghio, 92 Tex. 651, 51 S. W. 502; Chicago T. & T. Co. v. Bashford, (Wis.) 97 N. W. 940; Can. Pac. Ry. v. W. U. Tel. Co., 17 Can. 151. That this rule was not universally accepted from the beginning appears in such a case as Bank of Marietta v. Pindall, 2 Rand. (Va.) 465. 2 Bank of Augusta v. Earle, 13 Pet. 519, 589, 10 L. ed. 274; Clarke v. Cent. R. R. & Banking Co., 50 Fed. 338, 344, 15 L. R. A. 683; Seamans v. Temple & Co., 105 Mich. 400, 63 N. W. 408; Van Steuben v. Cent. R. R. of N. J., 178 Pa. 367, 35 Atl. 992; 34 L. R. A. 577. 3 Cowell v. Springs Co., 100 U. S. 55, 25 L. ed. 547; Christian Union v. Yount, 101 U. S. 356, 25 L. ed. 888; Stevens v. Pratt, 101 Ill. 206. Thompson v. Waters, 25 Mich. 214, 12 A. R. 243. adopt the foreign law, or rather to recognize the rights dependent upon such laws; and if they have chosen to leave the matter without any legislative provision, the case must be a very clear one indeed, which would authorize the courts to refuse such recognition, on the ground that it would be prejudicial to the interests of the State; since the legislature are the proper representatives of the public interest, and having the exclusive power to determine what shall be the public policy of the State; if they have chosen to make no enactment upon the subject, it is natural to infer they omitted to do so because they thought it unnecessary, and that the generally recognized principles would be sufficient for such cases." It may be valuable to notice some of the decisions on this point as indicating what acts have been considered repugnant to public policy. These of course can be authority only in the jurisdictions where they were rendered; for the public policy of different States will vary with the difference in their legislation and in their habits of mind and thought. Acts regarded as not merely illegal, but forbidden because of their immorality, or their tendency to endanger the public, are of course against public policy. Thus a negro civilization society was (in 1857) held to be carrying on a work contrary to the policy of Georgia. And it is probably everywhere true now that a foreign corporation organized to carry on a lottery will not be allowed by its agents to carry on business in another State where a lottery is illegal. Acts which are restricted, though not absolutely forbidden, in the public interest may also be held not open to a foreign corporation. This was held in several early cases as to the banking business.? 5 There has been an interesting series of decisions in Illinois Amer. Col. Soc. v. Gartrell, 23 Ga. 448. 6 Wilkinson v. Gill, 74 N. Y. 63, 30 A. R. 264; Ormes v. Dauchy, 82 N. Y. 443, 37 A. R. 583; Peo. v. Nollke, 29 Hun (N. Y.), 461; Lemon v. Grosskopf, 22 Wis. 447, 99 A. D. 58. 7 Myers v. Manhattan Bank, 20 Ohio, 283; Bank of Marietta v. Pindall, 2 Rand. (Va.) 465, 473; Rees v. Conococheague Bank, 5 Rand. (Va.) 326, 16 A. D. 755. 8 respecting the policy of the State as to allowing foreign corporations to hold land. The result appears to be that no corporation formed for the express purpose of holding land will be allowed to secure large tracts as an investment; but otherwise a foreign corporation is on the same footing as a private individual. It was held later that a foreign corporation which holds land will be restrained from selling it, if the result of the sale will be to create a monopoly which is contrary to the laws of the State,10 Where a corporation of another State has by its charter some powers which are against the public policy of the State in which it wishes to act, and some other powers which the State grants to its domestic corporations, it will be allowed to exercise the latter.11 § 113. Acts beyond the power of domestic corporations. By the better opinion, the mere fact that the legislature has itself created no corporation, either by special charter or by general law, which has power to do the act in question is not enough to prove that the doing of it by a foreign corporation is against public policy. If such an act when done by a corporation is contrary to public policy, it must be so expressed in an affirmative statute. Thus where Congress forbade the chartering of corporations in the Territories, except for certain purposes, this was held not to prevent a foreign corporation, formed for another purpose, from carrying out that purpose in a Territory,12 and so a corporation chartered in Pennsylvania to administer estates was allowed to sue in Delaware as administrator, though no Delaware corporation 8 Carroll v. East St. Louis, 67 Ill. 568, 16 A. R. 632. See United States Trust Co. v. Lee, 73 Ill. 142, 24 A. R. 236. Christian Union v. Yount, 101 U. S. 352, 25 L. ed. 888; Santa Clara Female Acad. v. Sullivan, 116 Ill. 375, 56 A. R. 776. 10 Harding v. American Glucose Co., 182 Ill. 551, 55 N. E. 577, 74 A. S. R. 189. 11 State v. N. O. Warehouse Co., 109 La. 64, 33 So. 82; Enterprise Brewing Co. v. Grime, 173 Mass. 252, 53 N. E. 855. 12 Cowell v. Springs Co., 100 U. S. 55, 25 L. ed. 547. |