The daily dispatch. [volume] (Richmond [Va.]) 1850-1884, 1883-04-06
An Important Decision" Concerning
raruorations and Stockholders.
r,3;ior Of The Dispatch J.:

large that I cannot forbcar calling your at.
tcnfion TO the decision and submitting
few comments upon II.
one Charles r. Plimpton, citizen o.
Massachusetts,. sued one John Bigel0W'
likewise a nonresident, 10 recover the bal
ance due upon certain promissory notes
and TO support his action procured war,
rant OF attachment against the stock owned
by Bigclow in corporation doing CUISINES
in the city Of New York. This corporation
was formed under the laws OF the Sta'e oi
Pennsylvania, was in consequence p lor-
c,cn CORPORATION. and was doing business
i'm This State by virtue Of the interstate
comfy well recognized in such cases. III
does not appear that this company was en-
gagged In any pursuits unlawful in Penn
syjysnia or i'm New York, or that 1t was
discbarging its lawful functions in an un-
lawful manner. The question which en-
barrassed the court was whether shares IN
n foreign corporation doing business in
New York, owned by a nonresident
neither personally served nor appearing in
the case, were the subject of attachment.
After laborious disposal OF authorities
in point. Judge Daniels, delivering the
opinion OF the court, concluded that The
said shares were subject 10 the operation
of the attachment, could be levied upon by
the sheriff and sold for the satisfaction OF
the debt.
The presiding Justice concurred on the
ground that the corporation, though organ
ized under the laws OF Pennsylvania, YET
having office, factory, business, ana ahaiis
in this State, may be treated as domestic
and il domestic, attachment undouD'ed!
lies.
II seems difficult TO measure the extent
10 which this doctrine may run. The pam
English OF il Is that Richmond man own
ing stock and having the evidence OF us
title with him in Virginia corporation
having a branch office in this city Tor the
transaction Of its business here may be
sued i'm this state by any citizen OF this or
any other State, and have his stock sold 10y
The sheriff at public auction, and II may De
without personal appearance, summons, OF
notice.
This is what Mr.. Minor, OF the Unlyer-
sitv. calls shocking the understanding
and confoundng the conscience" and the
profession in Virginia will receive with
distrust and apprehension such statement
of the law a. appears 10 be at variance WIN
iudicial uiterances from my Lord Coke's
10 the present time.
The practical inconvenience OF this doc
trine 10 corporations and 10 private indi-
. yiGuals holding shares in them Is obvious.
From this decision il follows that foreign
corporations. finding it desirable to transact
business in this city and to open an once
for that purpose here, may at any time be
called upon 10y the State authorities OF New
York TO disclose the individual interests OF
their stockholders and TO transfer the same
TO stranger without the authority OF the
owner or the direction Of the home tri-
bunals. TO which heretofore they have solely
looked for such involuntary transfers. II
is apparent TO even n casual observer lhal
most of the corporations OF this country
have offices in New York city for the pros
ecutiOn of those branches OF their business
which require or find useful the unsur-
passed financial facilities OF this great cen
tire. TO all such companies and to all IN
terested in them as stockholders this deliY-
erance from the Supreme Court comes as
broken joint.
The corporations may now at any mo-
ment be between two fires. To the Viz
glnia shareholder, for example, one of
these "mere creatures OF the law, invisible,
intangible, and incOrporeal." who first saw
the light in the Old Dominion, will be UNI
able 10 say he does not own his stock; and
the same mere creature, now having not
only inyiSibility, intangiblity, and incor-
poreity. but also misery, to contendagainst.
is bound 10 admit in New York that the |
New York purchaser at the sheriil'S sale Is
the owner OF that very stock. 1t is sub |
mitted that the Virginia courts will not |
recognize the validity Of the New York |
proceedings, and the corporations, not !
withstanding a certain wonderful precOcity
. So. Of
but experience some embarrassment when
they are damned ii they do and damned
If they don't"
But TO the professional mind the learned
Supreme Court has furnished a stumbling
block. There is perhaps no rule OF law so
well settled as that statutes have no binding
force outside Of the sovereignty enacting
them, and under this established principleit
has come 10 be recognized that corporations
formed in one State have no absolute right
Of recognition in any other. But interna-
tional comfy practically remedies the in
conveniences OF this rule, and in the Fede-
raj Union each State has prescribed its own
rules and conditions, under which foreign
corporations may he allowed 10 pursue
their lawful purposes within its limits. IN
spite OF differences in details, the laws en-
acted hy the several States present slrik-
ing resemblance, and the spirit OF justice
and liberal policy peryades them all.
From professional standpoint the chief
objection to the decision under view is that
il ignores Interstate comfy rs well as au-
thority. 1t is directly opposed to the case
OF Moore rs. Gennett, Tenn, chip. 375,
and Steel rs. Smith, Watts & Seargt., 44S. |
IL seems TO be unreasonable, also, for tech
meal reasons. 1t Is impossible to attach
property that does not exist within the ju-
risdicti0n of the State authorizing attach
ment. In the case supposed The SituS Of
the capital stock of the Virginia corpora
ton, il il has any SitltS at all, ii it be not
flying around loosely, is i'm Virginia, where
it was created. and where it is taxed. And
as the Virginia stakeholder, who happens
to owe NewYorker, still resides in Nir-
ginia, and may, in fact, never have been
out Of it, with his stock and his certificate
Of stock, it is exceedingly difficult to see
how the said stock can be said to exist in
New York, even in contemplation OF law,
merely because the corporation has coca
sion TO open AN Office in that city.
Ii Is TO be hoped that this transcendent
protection OF the New York creditors NAV
be the subject OF review in the court OF last
resort.
1t Is not only desirable that titles should
not be unsettled, and that the laws OF the
several States should be harmonious. but
also remedies should be complete and con-
SiStent.
And II this decision is to stand. II may
be very well for Virginia 10 memoli,li1e
the courts OF New York for a satisfactory
process OF winding up Virginia corpora.
"'rs. HOWARD II. BAYNE.
Neg York city, April 3, 1888.
DIR. Benson EnthrOncd.