The Madisonian. [volume] (Washington City [i.e. Washington, D.C.]) 1837-1845, 1838-06-16

isence OF the corporation by The Law OF Holland and
the Company were held 10 be entitled 10 sue in their
corporate name, and they recovered The debl by the
Judgment OF The Court. The persons who entered
into the recognizanee of bail for the defendant
HeaTiqas in the c. B. were next sued by the Dutch
Company on such recognizance, and they recovered
IN that suit also against the special BAIL and that last
Judgment was affirmed On error TO the X. b., and
again on error 10 the House of Lords. The same
point was raised and discussed in all the Courts and
The right 10 and recover was sustained triumph
antly through all VI them. This declsion was up
wards OF acentury ago, and the point has never been
raised since, nor the decision questioned or dis
luIbed.
In thar case the original contract was made In
Holland though the suit The Tecognizanee OF bail
was on contract made al Westminster Hail. But
there was distinction made or suggested between
The capacity Of Dutch Corporation TO sue in Eng
land on a contract made in Holland and the want OF
capacity 10 sue In England on an independent con-
tract made In England. There was no discrimina-
lion between primary and secondary contracts and
none probahy was thought Of When the Cours al
Westminster recognized the right cf foreign Cor
poIation 10 appear a satoT in their courss, they
do moi appear % have intended To STOP short and run
subtle division line ON the right 10 sue between To-
reign and local contracts. They sustained the Cor
poraiioD suiior, having Standing in court, 10
sue on contracts made In Holland, aud on contracts
made in England sub idiafy TO The original suit and
that was all The relief asked for The affords
no color for the inference that remedy would
primary contract msde in Es2lsnd, and lawful by
the gene al law Of the land. There is no evidence
whatever that such jealous and narrow distinction
has any grou1d in the English law The infer
ence 10 be drawn from this case and from the sub
sequeni practice IN the English Courts and The sub
sequent silence in the English books, is, that the
courts, as well as the markets Of England, are open
freely 10 all the world-to foreign kings as well as
to foreign subjects and TO foreign Corporations as
well as 10 foreign individuals
American cases numerous, and consider the right
OF foreign Corporation 70 here, settled law
The decision the English case and the practice in
the English Courts, may be considered being the
cognized law IN tins country at the time Of our Revolu
ton. aud must be the law s except in The instances
IN which Statute Provisions have changed il.
In the Of the Soeieiy far nc Propagation Of The
Cospd, Wheeier, g Gslllson r. 1867 il was as
suned undispu,ed and settled principle not re-
curing any discussion that foreign aggregate Corpo-
ration could sue IN the Federal Courts So in the case
Of the Portsmouth, Lirery Company, rs Watson Go
Mass X 9l) the Cour, held that the capacity Of Cor
poraons to sue personal action restricted to
those created by The laws Of that State and that such an
objection had I" no foundation in any MAXIM or in any
argument Of public convenience or policy, or in any
positive provision Of any Statute" And indeed the
right OF foreign Corporation OF another State TO sue
IN our courts, has become clear ma Kim Of common
place leaning throughout the country (Silyer Lake
Bank, v North, Johnsons Oh X. $40; ~ Y. Fire
mems ins Company, Ely, Conn. r. $50; William
son, Y. Smoot, Martens louisa, II, 81 Taylor, "
Bank Of Alexandra, Leigh All: Bank Of Edmund
vile, v. Simpson, Missouri, r. ls4)
But there distinction which has been suggested on
this subject, between the right Of foreign corporation
TO sue on contract made at home in the State where
the corporation exists, and contract made in the
State where the suit is brought II is said that cor
poration created 10 one State make paiid con-
tract IN another State and be permitted sue thereon IN
such other STATE, nasmuch its capacity con-
neo 10 the jurisdiction in which created and To-
Gated
This is and refined distinction, without any
support IN the English law, the sense and practice
OF commercial nations In the English case already
ced the contract which the Dutch corporation acceded
to and accepted IN England in the shape Of recog-
zance OF bail, was valid and enforced IN England. SO
in the Of the Siirer Lake Bank, vs. North also
referred TO, the Bank loaned money in Pennsy lvania
but with mortgage on lands in New York security
Tor The loan, and the mortgage orecosed chan
Gerry in this State The only question raised in either
case was, whether foreign corporation could sue al ALL
and had regular standing court for that purpose and
not whether such corporation could sue Oh one kind
oil contract and not another So tho only question
raised demurrer and left untouched in Green MI
ms q McCord, s. e. Rep SOY in South Carolina, was
whether the Bank OF Georgia being the creation OF an
other State, could in that State corporate ca
pacity and name II it be conceded that foreign
corporation may enforce it's contracts by in its cor
porate name, that recognition would seen 10
all the difficulty, and to allow the corporation and
enforce performance of any Of its authorized
by its charter aud lawful by the law Of the place where
made The law is respecier of persons. be they
tural persons artificial association under corpo-
rate name, so lar as concerns personal contracts and
private suits They stand on the same equal and I'M
partial ground, and If amy particular mode Of dealing
for instance IN the Bills Of Exchange and Banking ope-
raIIons should he deemed in any State contrary its
interest and policy, is for the Legislature declare
so, and the restraints imposed by statute would fall
equally upon all classes of persons
In The case Of the Bank Of Marietta VS.. PurdeH,
e Randolph R. 465,) this question was fully and
ably discussed, and The opinion OF the court as de-
lvered by Judge Cabsll declared The true rule, with
the limitations TO which it is subject. He stated as
the general rule that foreign corporations had right
to sue equally with foreign persons and that both
stood on tie same ground. But The Bank in Ohio
he said could not be permitted 10 establish an agency
in Virginia for discounDg notes, or carrying on
any other Banking operation nor could they sustain
an action on any note thus acquired because he said
it was the pSiicy of Virginia to restrain all Bank
ing operations By corporations not esta bished by
their own laws" ithe policy in Virginia which is
here mentioned, be declared by statue or be ne
cessafy inference from any statute regulation, (and
know OF no other way in which public restraint
can be Ian fully and authoTatively imposed tn, n
the decision is unqnestionaby sound ard Just 1t
could not be Otherwise. twas admitted at the same
time that citizen Of Virginia might borrow money
from Bankin Ohio, and that the Bank might re-
cover the loan by suit in Virginia This doctrine is
also sound and just. But the Court raised and left
undecided, The question, whether the Bank in Ohio
might make secondary contract in Virginia for
carrying into effect the contract originally made in
Ohio This point however as ] apprehend was
settled in favor Of the validity and efficacy of such
secondary contract by the two which have been
already cited and commented on; and Il would be
scarcely possible to suppose that court in Virginia
would not permit the Bank in Ohio 10 prosecute and
recover debt duly contracted in Ohio, and to Sc
cure the same by such indemnity and lien as the
Virginia debtor could give in his own State
There il only one ground on which should with
great submission, deem the decision in Virginia I'M
sound and that is iG were TO assume that there is