West Virginia argus. [volume] (Kingwood, W. Va.) 1877-1946, 1906-09-13

Ing money on real estate and TAX
ing 1t on mortgage, might enter !
into a valid contract for the purchase
of farm implements, these being
necessary to the care of the farm
until such time as it could be sold
and the loan repaid. But con-
tract by a bank to buy farm i'm
plements for the purpose of going
into the farming business in gen
eral, would be null and void. and
so OF bank making a contract to
build a railroad; such a contract
would be void unless it could be
shown that it was necessarily in
cident to the carrying on of its
business as bank. Corporations
may unless prohibited by the law
under which they are organized,
make negotiable paper, appoint
agents, borrow money. and mortg-
a6S thSI property.
In some cases the charter pro.
vides the mode of contracting. In
such case a contract made by the
corporation by another mode than
that stated is void; for instance, Il
the charter requires the signature of
particular officer, the contract is
invalid without it.
Where a corporation has entered
into an ultra wires contract and has
had the benefit Of the performance
OF 1t by the other party, the corpor.
alton cannot go into court and
claim that the contract was ultra
wires and that it is under no obi
CATION to fulfill its part, at the same
time retaining the fruits of its un-
authorized acts. 1t would be held
by the court liable in equity gener-
ally to restore or pay for what it
has received.
A single stakeholder in the cor.
poration may restrain the board of
directors of the corporation from
entering into an ultra wires contract,
and usually it is true that the board
of directors is liable to the share
holders for an ultra act. Then, too,
the state itself, though its depart
ment of justice, may in the courts
restrain an ultra act, or compel the
corporation to forfeit its right 20 do
business.
Contrary to the popular notion, a
corporation organized in one state
has no inherent right to do business
In another state. The privilege it
has so to do is merely by courtesy
OF that other state. A corporation
organized under the laws of the
state of New Jersey has no inherent
right to do business in the state of
Michigan; that it is permitted to do
so is by the tacit agreement OF the
latter state, or by what is known as
state comfy or courtesy. 1t fol-
lows, therefore, that one state NAV
make reasonable limitations on the
right of foreign corporation to
do business within its borders. 1t
follows, of course, that a corpor.
alton cannot do in a state other
than its home state an act contrary
TO the law or the policy of that
other state, though permitted to do
so by the law under which 1t Is
organized within the boundaries of
Its own state.
One state may go so far as to
prohibit foreign corporation from
doing business within its borders.
A state may discriminate against
foreign corpotations by imposing
taxes on them, or license fees, un-
less such taxes or license fees be
contrary to the interstate commerce
act. ~
Most of the states make provisions
requiring foreign corporations to
file reports with their secretaries
of state at certain intervals. Some
require that these corporations shall
have Offices within the STATE, and
designate certain officers upon
whom within the state, service of
process may be made. Others re-
quire the payment OF a certain
franchise tax or license fee. Still
Others provide that unless certain
conditions are complied with by
the fOreIgn corporation, they shall
have no standing in the courts of
that state, either to bring suit or
defend a suit.
10 BE Continued