The Emporia news. [volume] (Emporia, Kan.) 1859-1881, 1870-10-21

and pass Yotes I'm another State q
McCarter-l4 N. =. CHI, $50. 3S31 and
corporate acts performed BY the body
of the corporation while sitting out of
the State, which creates il, are void and
of no effect" co Ind. 292. a97. see also
81 BE. 500. 524.)
a corporation in order to have any
legal or valid existence must have a
home, and domiciI, principal place
of doing business, within the boundaries
of the State which creates it. 1t may
send agents into other States to do its
business, but it cannot migrate in a
body.
If it attempts to migrate in body, to
go beyond the jurisdiction of the laws
which bind and hold it together. it dis
solves into its original elements, land the
persons who comprise it become only
individuals. And even where "a corpor-
alton has legal and valid existence in
its own State, the only recognition that
other States will give to it is such as the
rules of courtesy and comfy between
States require.
Under the rules of comfy a foreign
corporation may by its agents, usually
exercise i4l another State, all the powers
which it could exercise in it's own State,
which are not repugnant to the laws
and institutions, nor prejudicial to the
interests of such other State. And COM
ity would perhaps allow foreign cor
pOration 10 exercise in another State.
powers beyond what it could exercise
in its own State, which were absolutely
necessary for the exercise of its legiti-
mate functions in its Own State.
For instance, suppose that grapes and
wine could not be produced in the State
OF PENNSYLVANIA, And suppose that the
State of Pennsylvania desired to charter
a corporation TO furnish grapes and wine
from the States of New York and Cali
fornia TO the people of Pennsylvania.
The States of New York aud California
might. through comfy, allow said cor
poration to hold, occupy and operate
vineyards in their respective States for
that purpose. But this is certainly as
far as any kind of courtesy and county
would go No system of comfy will
allow one State TO spawn corporations
and send them forth into other States
TO be nurtured, and do business there.
when said first mentioned State will moi
allow them to do business within its
own boundaries.
The first section of the plaintiffs char
ter, says that this corporation (The New
York and California VINEYARD Compa-
ny) may do business anywhere ercept
CHRSutCdTttu.
equivalent TO saying that il shall not do
business in the State of Pennsylvania
and the fourth section SAYS it shall es-
tablish its office where business is Iocat-
ed, which is equivalent to saying that il
shall not establish any Office in the State
of Pennsylvania.
The only territory in the whole world
over which the State Of PENNSYLVANIA
has any Jurisdiction or control, and in
which it could authorize a corporation
to have an Office, or to do business. it
excludes this corporation FROM and the
attempt on the part of the State of
Pennsylvania to authorize this corpora
tion to have an Office, or to do business
anywhere else, except in the State of
Pennsylvania, is aLtrd CireS, illegal and
void.
The truth is that while this supposed
corporation was originally organized
for the whole United States except
Pennsylvania, and afterwards bv its
amended charter of February 18th. 1870.
for the whole world except Pennsvlva-
mia, it has no legal or valid existence
anywhere upon the face of the earth.
AT the very creation of this supposed
corporation its creator spurned it from
the land of its birth, as illegal and I'M
worthy of home among its kindred,
| and sent it forth wanderer on foreign
soil, and is Kansas now bound by any
kind of courtesy, or comfy, or friend
ship, or kindness, to Pennsylvania, 20
treat this corporation better than its
creator (the State of Pennsylvania has
done?
1t can hardly be supposed so when
we come to see how carefully our own
constitution has guarded the creations
in our own State.
The said charter would be void for
other reasons than these we have men,
toned, if it had been enacted by the
Legislature of the State of Kansas. 1t
contravenes two provisions of our Con-
stitutiOn. 1t is a special act comforting
| corporate powers (Sec. l, Art. IL, Con-
stitution,) and the subject of the act is
not clearly expressed in the title. (Sec.
16, Art. 2, Constitution.)
We would refer to the following au-
thorities which apply to the questions
discussed in this case:
Redfield on Railways, Sc. 81, So, and
note 10; Angel and Ames on Corpora-
tons. Sections 162, 273: Is Peters, $50,
5SS, $50; IA Peters, 122, 129; | Black,
2S6, 295; 81 Penn. 22S, 23l: Bush.
lky.) 10, %. ct seq; IA N. j.. (McCarter)
$50, 3S3; q Me-, 500, $40, ct seq; Sum
| ner, 46, 60.
hO wiz VI iudIlidiuuS is TtluScu.
All the Justices concurring.
STATE OF KANSAS, }
SUPREME COURT.
l, Abram Hammett, Clerk of said
Court, do certify that the foregoing is a
true copy of the opinion of the Supreme
Court in the above entitled case, filed in
my office Sept. 10Th, 1870.
Witness nv hand and the seal of said
Court, this 10th daV of October 1870
A. HAMMATT.