#### *The Bank of the United States Incorporated by Pennsylvania, and Others v. The Merchants Bank of Baltimore.

February, 1843,

Richmond.

Foreign Corporation—Attachment—Construction of Statute.*—Under the act in IB. O. 1819, p. 474, ch. 123, directing the method oí proceeding in courts oí equity against absent debtors, a creditor of a cor*354poration. created by another state may maintain- a suit in equity against such corporation, as a defendant' out of this commonwealth, where there are.persons within the same who have in their hands effects of, or are indebted to, such absent defendant; or may maintain a suit in equity against such corporation as an absent defendant, where it has lands or tenements within the commonwealth.

The Merchants bank of Baltimore being a creditor of the bank of the United States (incorporated by Pennsylvania), and experiencing great difficulty in the recovery of their debt, and the indebted corporation, though without this commonwealth, having effects here, a suit in equity was commenced in the superior court of chancery for the Richmond circuit, against the said corporation as debtors out of this commonwealth, and against others within the same, having in their hands effects of or otherwise indebted to the said absent debtors, and also against the said absent debtors as owners of lands and tenements within the commonwealth. Affidavit was duly made ■ that the defendants sued as absent debtors were out of the commonwealth, and both the bill and endorsement on the subpceria shewed, in the usual manner, that the object of the suit was to obtain a decree-for the sale of the lands and tenements belonging to the absent debtors, to satisfy the debt appearing to be due from them, and to restrain the defendants in this commonwealth from paying, conveying *away or secreting the debts by them owning to, or the effects in their hands of, the said absent debtors. The usual order of publication was made against the absent debtors, and the same being duly published and posted, and the cause matured for hearing also as to other defendants, the case came on to be heard the 24th of January 1842, on the bill and exhibits. On consideration whereof, the court, without deciding any other question at that time, was of opinion that the lands and tenements sought to be subjected ought to be under the direction of the court, in the hands of a receiver, so that the same might be finally disposed of in such manner as to the court might seem just; and the court therefore, until its further order, appointed Gustavus A. Myers receiver of the rents and profits of all the said lands and tenements, with the powers set forth in the order. After-wards, on the motion of the plaintiffs, leave was given them to amend their- bill and make new parties, and the cause was sent to the rules. The amended bill was accordingly filed, making defendants thereto, besides others, John Bacon, Alexander Symington and Thomas Robbins. On the 23d of June 1842, on the motion of the ‘ absent debtors and of the said Bacon, Symington and Robbins, they were permitted to file their answers, on giving security for costs; the order providing, as usual, that the attachment sued forth in the cause was not to be thereby discharged.

In this state of the case, to wit, on the 29th of June 1842, the defendants who had so filed their answers moved the court to discharge the attachment, upon the ground that the proceeding against the debtor corporation is not authorized by the act of the 11th of Rebruary 1819, in 1 R. C. p. 474, ch. 123. The said motion being argued by counsel, the circuit court, on consideration thereof, ordered that the same be overruled.

Rrom which order an appeal was allowed.

*Taylor and G. A. Myers for appellants.

The act of Rebruary 11, 1819, and the general laws from which it is taken, in substance if not literally, (act of 1744, S Hen. St. at large p. 220; 1777, 9 Hen. St. at large p. 396,) clearly relate throughout to natural persons, and not to bodies politic or corporate. The preamble recites, that “whereas creditors have experienced great difficulties in the recovery of debts due from persons residing without the jurisdiction of this commonwealth, but who have effects here sufficient to satisfy and pay such debts; for remedy whereof,” &c. The first section then enacts, that “upon affidavit ‘that such defendant or defendants are out of the country, or that upon enquiry at his, her or their usual place of abode, he, she or they could not be found, so as to be served with process;” in all such cases the court may make any *355order, and require surety if it shall appear necessary, to restrain the defendants in this country from paying, conveying away or secreting the debts by them owing to, or the effects in their hands of, such absent defendant or defendants, &o. The fourth section still more clearly contemplates natural persons, since a foreign corporation surely cannot return and appear openly, and cannot have an “heir, executor or administrator.”

Tt is to be remarked, that the first general law giving this process was passed in 1744, when no corporations, except quasi corporations, such as towns, counties or boroughs, existed in the colony of Virginia at any rate, if they did in any other of the colonies; so that it is impossible to conceive that the legislature contemplated them at that time. The subsequent laws, as observed above, use the same terms as are to be found in the law of 1744; and it cannot fairly be contended that those terms in the present law can be enlarged by interpretation, so as to embrace objects not contemplated by the legislature in the preceding laws, in the absence too of any expression properly applicable to such objects. “If corporations had been intended to be embraced, would not the legislature, who must be presumed to be acquainted with the technical terms which would convey their* meaning, have expressly included “bodies politic or corporate” in the law? When such artificial bodies are contemplated, those terms are used by them. For example, in the act (Supplement to Rev. Code, p. 382, ch. 313), “to amend an act more effectually to prevent the circulation of notes emitted by unchartered banks,” an act of great importance and intended to check a great and growing evil, while the first section prohibits any person or persons from committing the acts specified therein, the second section explicitly prohibits “any body politic or corporate” from committing similar acts. Surely if, under the words ‘ ‘person or persons,” the legislature conceived that artificial persons would be included, they would not have deemed it necessary to use another term in the second section.

This question has never been decided in Virginia, it is believed. But in New York, (where, under the words of the law, 1 New R. L. 157, ch. _ 49, ¿ 23, it might with much more propriety be contended that corporations were included, than it can be under our statute,) the supreme court decided that the attachment against absent debtors would not lie against the estate of a foreign corporation; for that that law applied to natural persons only, and not to bodies corporate. M’Queen v. The Middletown Manufacturing Company, 16 Johns. Rep. 5. The 23d section of the New York law enacts that the real and personal estate of any debtor, who resides out of the state and is indebted within it, shall be liable to be attached and sold &c. It was contended in that case, in support of the attachment, that a corporation might be a debtor, as well as a natural person; but the court decided as above stated. Now it is conceived that if the term “debtor,” taken in connexion with the other provisions of that law, was not deemed sufficiently “comprehensive to embrace corporations, it can be with still less reason contended in this case, that the words “person or persons” are more so. Great inconvenience and embarrassment might be produced, if an opposite construction should prevail. Our banks must provide funds at different points, to enable them to draw, and to conduct their business with safety. At a period of suspension of specie payments recognized by the legislature, if a holder of their paper should apply to any of them to redeem their notes, upon a refusal they may be required to endorse on the notes the time such demand is made, and from that period they become an interest-bearing debt. Provided with such endorsement, the creditor proceeds to some point out of this commonwealth, where he is apprized that the bank has funds, and he attaches them. The most ruinous consequences might ensue, although the institution thus affected is actually protected by the laws of Virginia in the suspension out of which these consequences have arisen.

The case of Bushel & another v. The Commonwealth Insurance Company, 15 Serg. & Rawle 173, will be relied on upon the other side. It appears from thelreport of that case, that the court was not unanimous. Tilghman, chief justice, was sick and gave no opinion, and the only opinions pronounced are those of Rogers, J., and Duncan, J.,—the latter dissenting from the former. Of these two opinions we rely with great confidence on that of judge Duncan, whose reasoning, it is humbly conceived, is infinitely stronger, and certainly more consistent with the legitimate powers and duties of judicial tribunals, than that of his brother judge, who is driven first to construe the law of foreign attachments as a remedial law, when in truth it is an innovation on the common law and should be construed strictly, and then to declare that the law has undergone changes to suit the times, not by legislative enactments, but by the ““silent legislation of the people themselves”—a species of legislation certainly unknown to us, and not existing, that we are aware, in any community of laws upon earth.

If it be necessary to give this remedy against foreign corporations, the legislature, and not the courts alone, have the power to do so; and we humbly conceive that it is better to leave it thus, than (in the language of judge Duncan) for the courts to “make laws as we go along, put them on the judicial anvil, and with the judicial hammer give them a different shape, and fashion them according to our own notions of right and wrong.”

Robinson for appellees.

Such construction ought to be put upon a statute as may *356best answer the intention which the makers had in view; for qui haeret in litera, haeret in cortice. Bac. Abr. tit. Statute, Bet. B 2 5. A thing which is within the intention of the makers is as much ■ within the statute as if it were within the letter. Ibid. Whenever this intention can be discovered, it ought to be followed, although such construction seem contrary to the letter. Ibid.

In the case of The United States v. Ámedy, 11 Wheat. 393, the prisoner was indicted under an act of congress making it felony to destroy a vessel with intent “to prejudice any person or persons that hath underwritten.” The underwriters in that case being a corporation, it was insisted that a corporation was not a person within the meaning of the act. But the supreme court of the United States overruled the objection. Mr. justice Story, in delivering the opinion of the court, (p. 412,) said, “If there had been any settled course of decisions on this subject in criminal cases, we should certainly, in a prosecution of this nature, yield to such a construction of the act. But there is no such course of decisions. The mischief intended to be reached by the statute is the same, whether it respects private or corporate persons. '"That corporations are in law, for civil purposes, deemed persons, is unquestionable. And the citation from 2 Inst. 736, establishes that they are so deemed within the purview of penal statutes. Bord Coke, there, in commenting on the statute of 31 Eliz. ch. 7, respecting the erection of cottages, where the word used is ‘no person shall,’ &c. says this extends as well to persons politic and incorporate, as to natural persons whatsoever.”

The authorities cited and opinion delivered by the supreme court of New York, in The People v. Utica Insurance Company, 15 Johns. 382, are to the same effect.

It was formerly argued in this court that the statute against usury (1 R. C. 373), did not apply to corporations. By the first section of that statute, the legislature had declared that no person should take for the loan of money above the specified rate, and that all contracts for payment of any money so lent, on which higher interest was reserved, should be void. By the second section, any person taken above the legal rate was made subject to a forfeiture of double the money lent. And by the third section, a borrower was authorized to exhibit a bill in chancery against the lender, and compel him to discover upon oath the amount lent. Though the language thus used, strictly construed, was applicable only to natural persons, and the statute was one of a penal character, this court held nevertheless, (three judges concurring,) that a contract with a corporation on which it reserved more than the interest specified was void. Stribbling v. The Bank of the Valley, 5 Rand. 141, 2, 148,. 9, 189. Judge Cabell said, (p. 190). “The term ‘person’ used in the law is unquestionably sufficiently comprehensive to embrace corporations, and it must be held to embrace them unless there be something in the law shewing the legislative intention to restrict its application.” The other two judges not putting the case on so broad a ground, he agreed with them that even if *it were true that corporations could not be punished under the second section, the contract must be vacated under the first section. Eor, said he, “the great object was to protect the fleeced borrower, and that object requires that the provision as to vacating the contract should apply to artificial as well as natural persons.”

In The Bank of the United States v. Deveaux, 5 Cranch 61, the supreme court held, that under the clause of the constitution giving the federal courts jurisdiction of “controversies between citizens of different states,” those courts could take jurisdiction of a controversy between a corporation and a citizen.

So far, this question has been considered upon those authorities which, it might be inferred, would take the view the most favourable that could be taken for the other side; the decisions being all of them upon penal statutes, except in one instance, and that a case of constitutional power.

It is, however, much more plain that corporations are embraced in the statute now under consideration, than'in the cases which have bden cited. While in those cases the statutes were generally penal statutes, and to be construed strictly, thus, it is manifest, is a remedial statute and to be construed liberally. It is laid down that a statute made for the suppression of a fraud, or to give a more speedy remedy for a right, ought to be construed liberally, because such construction is for the furtherance of justice. Bac. Abr. tit. Statute, Bet. I. *'&*8. If this be so, surely a statute which gives a remedy where there was none before, and gives it in a case in which a remedy is necessary for the furtherance of justice, must be construed liberally. Such is the nature of the statute under consideration. It is clearly remedial. And such a construction, we are told, ought to be put upon a remedial statute as will tend to suppress the mischief intended to be remedied. Bac. Abr. tit. Statute, Bet. I. $ 8.

*What was the mischief that this statute intended to remedy? It was, that debtors residing out of this commonwealth had effects here sufficient to satisfy such debts, and yet their creditors remained unpaid. The mischief is the same, whether the debt be due from a corporation or from a natural person; and the remedy must be coextensive with the mischief. If, for the prevention of fraud and the furtherance of justice, the remedy be necessary and proper in the one case, it is equally necessary and proper in the other.

Although then the expression in the preamble, “persons residing without the jurisdiction of this commonwealth,” had been adhered to in the act itself, it would nevertheless have been proper to consider *357corporations as embraced within the act. The argument that they are not persons would have been entitled to no more weight than it received in Beaston v. The Farmers Bank of Delaware, 12 Peters 134, 5. In the language of the court in that case, “corporations are to be deemed and considered as persons, when the circumstances in which they are placed are identical with those of natural persons expressly included in such statutes.”

But when we come to the enacting clause, we find the language much more comprehensive. The suit is not confined in terms to persons, but may be “against any defendant or defendants who are out of this country, and others within the same, having in their hands effects of or otherwise indebted to such absent defendant or defendants, or against any such absent defendant or defendants having lands or tenements within the commonwealth.” And there is no difficulty in holding a corporation created by another state to be a defendant out of this commonwealth. Nay more, it is, in the language of the preamble, a defendant residing without this commonwealth. For, as is said by the court in The Bank of Augusta v. Earle, 31 Peters 588, 1 ‘a corporation 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 where that law ceases to operate ánd 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. But although it must live and have its being in that state only, yet it does not by any means follow that its existence there will not be recognized in other places; and its existence in one state creates no insuperable objection to its power of contracting in another.” ,

When, by our laws, we permit a corporation created by another state to make within the scope of its powers a contract here, and to sue for and recover debts and effects here, it would be strange indeed if no suit could afterwards be maintained here against the corporation, to subject such debts and effects to the satisfaction of a debt justly due from it.

The words of several clauses of the statute have been commented on by the counsel on the other side. Similar comments were made in the case of Beaston v. The Farmers Bank of Delaware, and proved of no avail. True it is, that in the present case affidavit could not be made, that upon enquiry at the defendants’ usual place of abode they could not be found. But neither could that be done in the case of a natural person who never had his abode in the commonwealth. Against such a person, as against a corporation, the affidavit would be, that the defendant or defendants are out of the commonwealth. In the language of the court in 12 Peters 135, the fact that the corporation “cannot be brought within all the predicaments stated in the statute proves nothing, if it can be brought within any one or more of them.” It was argued in that case, that a corporation could not be a deceased debtor with an insufficiency of assets in the hands of executors or administrators ; that its effects could not be attached as those *of an absent, concealed, or absconding debtor _(p. 124). But the court held the argument insufficient ; and its judgment is a condemnation of that now urged under the fourth section of our statute. If a corporation created by another state cannot “appear openly within this commonwealth,” so as to be served with a copy of the decree, the consequence simply is, that the bar arising from the lapse of twelve months after such appearance, without petitioning lor a rehearing, will never exist against a corporation ; but such corporation, not appearing in a suit against it, will only be barred after the lapse of seven years from the time of the decree.

The argument, that when the law first passed giving this remedy, no corporations existed here except those for municipal government, militates against the purpose for which it is used. For, while it accounts for the absence in the act of such words as “bodies politic or corporate,” it does not shew in the least that the lawmakers would have been unwilling to comprehend corporations. Such words as bodies politic or corporate, it is said, are now used when the legislature means to comprehend them; and an instance is given of their use in a statute. It is sufficient to say, that the statute referred to is of a penal character and of modern date.

The view taken of this question has bee more extended than would have been deemed necessary but for the decision of the supreme court of New York in the case of M’Queen v. The Middletown Manufacturing Company, 16 Johns. 5. In that case the conclusion of the court upon the whole act of New York was, that the legislature intended to authorize proceedings under it against natural persons only. Since that decision, a motion has been made in the supreme court of Pennsylvania to dissolve an attachment, on the ground that a foreign corporation is not within the act of that state of 1705, nor liable to attachment by the custom of London. And after a very full investigation of the subject, the*court has come to the conclusion (Rogers and Gibson, now C. J., concurring) that foreign corporations are liable to foreign attachments. 15 Serg. & Rawle 173.

It is argued that inconvenience and embarrassment might result from holding that a remedy exists under our statute against a corporation created by another state. And the reason assigned is, that effects in another state of one of our banks might be attached in that state, at a time when the bank is protected by our laws. This will still be so, no matter what the decision in the present case. No decision of this court can, for example, prevent a pro*358ceeding in Pennsylvania by foreign attachment against a corporation created by this or any other state. No such decision can prevent such a proceeding now in New York. For, since the decision in 16 Johns. 5, the legislature of New York has passed a statute giving a remedy in that state against a foreign corporation by attachment. 2 R. S. 459, *l*IS, and p. 375 of 2d edi. *I*15, cited in Bennett v. Hartford Fire Ins. Co., 19 Wend. 46. Such a statute, passed by the legislature of so commercial a state, is the best possible refutation of all the arguments advanced to show that good policy forbids the existence of such a remedy.

*

PersonaI Actions- Venue—Natural Persons Corporations.—In Humphreys v. Newport News *&*M. V. Co., 33 W. Va. 137, 10 S. E. Rep. 40. the court said : “At common law a personal action can be maintained in this state against a nonresident natural person in any county where he can be personally served with process. Mahany v. Kephart, 15 W. Va. 620; Vinal v. Core, 18 W. Va. 19; Beirne v. Rosser, 26 Gratt. 538; 1 Rob. Pr. 316, 353. But it is said in *354*Bank v. Bank,*1 *Rob. (Va.)*605, this 'cannot be predicated of a corporation, for, by the common law unaided by statute, a foreign corporation cannot be sued, because by that law process against it must be served on its bead, witbin the jurisdiction where tbis artificial body exists.” The principal case is cited in this connection in B. & O. R. R. Co. v. Gallahue, 12 Gratt. 660.

See *foot-note*to Cowardin v. Universal Life Ins. Co., 32 Gratt. 446, and monographic *note*on “Corporations (Private) ” appended to Slaughter v. Com., 13 Gratt. 767.

Corporations—When Deemed to Be Persons.—See *foot-note to*Western Union Tel. Co. v. Richmond, 26 Gratt. 1. The principal case is cited in Crafford v. Supervisors, 87 Va. 115,12 S. E. Rep. 147.

Same—“Persons” Used in Statute includes Coporations.- In B. & O. R. R. Co. v. Gallahue, 12 Gratt. 663, it is said : “When the word person is used in a statute, corporations as well as natural persons are included for civil purposes. This was the rule at common law. 2 Inst. 697, 703, 736. They are to be deemed and taken as persons when the circumstances in which they are placed are identical with those of natural persons expressly included in such statutes. Beaston v. Farmers Bank of Delaware, 12 Peter’s R. 102, 134-5 ; *U. S. Bank v. Merchants Bank of Baltimore,*1 *Rob. R.*573.”

In Stribbling v. The Bank of the Valley, 5 Rand. 190, Judge Cábele said : “The term ‘person,’ used, in the law, is unquestionably sufficiently comprehensive to embrace corporations ; and it must be held to embrace them, unless there be something in the law showing the legislative intention to restrict its application."

See Miller v. Com., 27 Gratt. 110, and *note,*and mono-graphic mote on “Corporations (Private) ” appended to Slaughter v. Com., 13 Gratt. 767.

ALLEN, J.

The preamble of the act directing the method of proceeding against absent debtors recites, that creditors have experienced great difficulties in the recovery of debts due from persons residing without the jurisdiction of the commonwealth. Under this law, the plaintiffs in the court below sued out their foreign attachment against the bank of the United States; and the question is presented, whether the attachment lies against this corporation of another state?

The remedy given by this statute is an innovation upon the common law, and, as has been frequently observed by the judges, liable to great abuse. The legislature, foreseeing that an ex parte proceeding of this *kind might be abused, have been careful to regulate it, and to provide sufficient security to indemnify the absent defendant for any damage improperly sustained. This court, in Kelso v. Blackburn, 3 Leigh 306, held that the mode pointed out must be pursued, and the requisitions of the statute strictly conformed to. But though the court is watchful in exacting a compliance with the terms of the law, this does not change its character. The statute is remedial. It gives a remedy where none existed before. This is admitted by Judge Carr, who always looked upon the proceeding with jealousy. He remarks in Kelso v. Blackburn, that the law was founded on the necessity of the case, lest there should be an absolute failure of justice. If the statute was necessary to suppress a mischief, and is remedial, the cases to which it extends must be ascertained by those rules of construction which are applied to the interpretation of all remedial statutes. Such statutes are to receive a liberal construction : they are to be so construed as may best answer the intention of the maker; and where a statute introduces a new remedy, the interpretation should be such as will tend to suppress the mischief and be in furtherance of justice. In cases arising under this act, it has received a liberal construction and been extended beyond the letter. The preamble mentions the difficulties experienced in the recovery of debts due. This would seem to confine the remedy to the case of a debt then payable, and for the recovery of which an action could then be maintained if the defendant were within the commonwealth. But in Williams &c. v. Bowie &c., 6 Munf. 176, it was decided that the attachment would lie to secure a note executed by the absentee and endorsed by the attaching creditor, although, at the time of suing out the attachment, the note had not been paid and was not then due.

The first section requires an affidavit of nonresidence, or of ineffectual enquiry at the usual place of abode. *Taking this in connexion with the fourth section where the act speaks of the defendant’s returning and appearing openly, it might be argued from the literal import of the terms, that the remedy was confined to those defendants who had at one time been residents and .subject to the jurisdiction of the commonwealth. But in Peter v. Butler, 1 Leigh 285, it was determined, that a claim arising on a contract of bailment made out of Virginia, against a nonresident, is a claim for debt for which the foreign attachment lies; thus applying the remedy where the defendant had never been subject to the jurisdiction of the commonwealth, where the contract was made without the state, and where the plaintiff’s demand was not liquidated, but sounded in damages. °

It has been suggested that the law can be applied to those cases only, where the defendant would, if within the jurisdiction of the commonwealth, be liable to be sued; and that this cannot be predicated of a foreign corporation, for it can have no legal existence without the bounds of the sovereignty which created it. The fact might be conceded, and yet the consequence does not necessarily follow. There is nothing in the act restricting it to defendants who could be sued if within the commonwealth. The law extends to all nonresidents. Whilst they continue'without the state, they never could be subject to the jurisdiction of the commonwealth; and the law was passed to enable the creditors to reach their effects, because they would not submit themselves to the jurisdiction of the state. And can it make any difference in the operation of the act, whether the jurisdiction of the commonwealth is prevented from attaching by the defendant’s remaining out of the state, or because he can never come within it? If the defendant is a nonresident, (to whatever cause owing) so as to be without the jurisdiction of the commonwealth, and has effects subject to its jurisdiction, *the case is made out to which the law was intended to apply. If this were an act to force an appearance, —to compel the defendant, by attaching his effects, to appear to an ordinary action, it might be contended with much force, that the act could apply to such defendants only as would be liable to suit if within the jurisdiction of the state. The law might be considered as ancillary to the ordinary proceeding; a mere substitution of one form of process for another; and being but an incident to the principal subject, ought not to be construed as extending to cases where *359without it the court could not take jurisdiction.

This was the difficulty in the cases referred to, decided in Pennsylvania and New York. In the former state they have no chancery court. The case of Bushel &c. v. The Commonwealth Ins. Co., 15 Serg. & Rawle 173, was a proceeding at law. It appears from the report of the case, that by their statute the defendant was authorized to appear upon putting in bail to the action. Natural justice demands that in all such laws a provision should be made to enable the absentee, on certain conditions, to appear and controvert the justice of the claim set up against him. This law did contain such a provision; but it was one of which the absent defendant, being a corporation, could not take advantage. A recognizance of special bail could, not be acknowledged for it, as the condition to surrender the body was impossible. It was therefore insisted that the law could not be so construed as to embrace corporations. But even in that case the objection was overruled and the jurisdiction sustained.

The supreme court of New York in M’Queen v. The Middletown Manu. Co., 16 Johns. Rep. 4, gave a different construction to their statute against absconding or absent debtors, and held that the attachment authorized by that act did not lie against a corporation. The 23d *section of their act used the phrase “every debtor who resides without the state.” These words, if they had stood alone, would have comprehended corporations. But the court, taking the 23d in connexion with other sections of the act, held that natural persons only were included. For this construction reliance was mainly placed on the 21st section, which provided that the debtor might supersede the attachment, upon giving security to appear and plead to any action of law or in equity brought against him in the state within six months. This supposed that the defendant would, if within the state, be subject to an ordinary suit. In requiring security to be given to appear and plead to any such action, the makers, it is to be presumed, meant to confine the remedy to such defendants as could place themselves in that predicament,—subject themselves to the jurisdiction of the courts. In the case of a foreign corporation, there was no person upon whom process could be served, and therefore no mode of instituting an action against it. For, in the language of the supreme court of the United States in The Bank of Augusta v. Ejarle, 13 Peters 588, “a corporation exists only in contemplation of law and by force of the law; and where 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.” Though there had been no conflict in the opinions of the two courts referred to, and both had decided under their laws that the attachment did not lie, the decisions would not have affected the construction of our statute. The law in each case contemplated a legal proceeding in the ordinary tribunals and in the accustomed mode.

Nothing of the kind is found in our act. The whole jurisdiction is confided to a court of equity. The proceeding is a bill for relief. The defendant may appear: this a corporation can do by attorney. The defendant *can discharge the attached effects by giving security to perform the decree: such security may be given for a corporation by a third party, or it can deposite the amount in court. And whether the defendant appears and answers or not, the court hears the case upon the proofs and pronounces a final decree. In Beaston v. The Farmers Bank of Delaware, 12 Peters 134, 5, the court say that corporations are to be deemed and considered as persons, when the circumstances in which they are placed are identical with those of natural persons included in the statute. The circumstances in which they are placed by our act are identical with those of the natural person who continues without the state. The same opportunity, and to the same extent, is afforded to each for defending the suit; and after the seven years have expired, the decree is conclusive as to both, without the service of a copy, or any thing more being done. None of the reasons which created a doubt under the laws of New York and Pennsylvania apply: no action at law, no ulterior proceeding in the accustomed mode is provided for or contemplated.

Upon principle, and in view of the construction given to the act in the cases occurring under it, the jurisdiction, I think, may be maintained. But if this were more doubtful than it seems to me it is, there are other grounds upon which the jurisdiction may be supported.

For civil purposes, corporations are in law deemed persons. The United States v. Amedy, 11 Wheat. 393. This proposition has not been controverted. In the case of Beaston v. The Farmers Bank of Delaware, above cited, the question arose whether the act of congress giving priority in certain cases to the United States extended to corporations? The words of the act are, “When any revenue officer or other person becoming indebted &c.” The court decided that corporations were included. So in Stribbling v. The Bank of the Valley, 5 Rand. 132, the word person in the law against usury was held to ^embrace corporations. The only doubt has been whether that word would be so construed as to embrace them within the purview of penal statutes: and in the case of The United States v. Amedy, the court, upon the authority of lord Coke in 2 Inst. 736, decided, that under the act of congress making it felony to destroy a vessel with intent to prejudice any person or persons that hath underwritten, corporations were comprehended by the words person or persons. The word being sufficiently comprehensive to embrace corporations; ‘1 it *360must be held to .embrace them” (in the language of judge Cabell in Stribbling v. The Bank of the Valley) “unless there be something in the law shewing the legislative intention to restrict its application.” Were it necessary, this construction might be supported by a reference to the enacting clause. The language there is, “a suit in chancery against a defendant or defendants out of the state;” terms sufficiently broad to include every party, whether natural or artificial, capable of being sued. A corporation is as much within the mischief as a natural person. It is capable of contracting, of holding effects. There is nothing in the law restricting the remedy to natural persons; and the terms being sufficiently extensive to include corporations, the jurisdiction, it seems to me, is clear.

I am for affirming the order.

STANARD, J.,

dissented, and stated that Brooke, J., who had had the benefit of the argument and had examined the case, authorized him to say, that if he could have been present at the decision, he should also have dissented. ,

. But BALDWIN, J., and CABELL, P., concurring with Allen, J., the order was affirmed.