SPECIAL ADDRESS. as the tendency of modern corporation law. That the statement is wholly or largely true as a juridical fact can hardly be conceded. That it has a substantial foundation in a quite general public tolerance, must be admitted. Any adequate attempt to explain the reasons for this remarkable condition would unduly extend the scope of this paper. It is sufficient for the present purpose to say that any doctrine which affirms or any legislation which assumes the right of a state to breed corporations whose purpose is to operate solely in another state,-usually that in which their actual progenitors reside is a wide departure from the fundamental principles of corporate existence and a presumptuous imposition upon interstate comity. No wonder that the people of some of the states are beginning to awaken both to the danger which lurks in these encroachments upon their legislative and commercial rights and to this gross infringement of their sovereign dignity. The people of Minnesota will not, nor ought they, submit to it. Nor will the people of many other states of the West and Northwest. If there were no other reason, it would be intolerable that for the redress of any evils involving the internal management or corporate existence of such organizations or for the investigation of their corporate books and accounts, citizens of the states where the business is carried on should be driven to the courts of a state having no interest whatever in the corporation except to preserve it. The organization of such concerns as the Northern Securities Company to acquire and hold the stock of business corporations, if not indicative of a purpose to erect one more obstacle in the path of judicial investigation, at all events makes such a result tolerably, or intolerably-certain. If no adverse legislation intervenes, it is by no means impossible that we may be treated to the edifying spectacle of a corporation organized by citizens of Minnesota under the laws of Delaware, to operate a railroad in North Dakota, the stock WILLIAM E. CHURCH. of which shall be owned and its business controlled by another corporation organized for the purpose by citizens of New York under the laws of New Jersey. Indeed, the pro cess may be indefinitely extended. Long ago, in the case of Bank of Augusta vs. Earle, 13 Peters, 519, the Supreme Court of the United States laid down certain principles which have ever since been generally recog nized and applied, with their natural and necessary development, by the courts of this country. Some of these may be here stated: "A corporation being the mere creation of local law, can have no legal existence beyond the limits of the sovereignty which created it. It must dwell in the place of its creation and cannot migrate to another sovereignty. The recognition of its existence even by other states and the enforcement of its contracts made therein, depend purely upon the comity of those states; a comity which is never extended when the existence of the corporation or the exercise of its powers are prejudicial to their interests or repugnant to their policy. Having no absolute right of recognition in other states, but depending for such recognition and the enforcement of its contracts upon their assent, it follows as a matter of course that such assent may be granted upon such terms and conditions as those states may think proper to impose. Paul vs. Virginia, 8 Wall. 168, Citing Bank of Augusta v. Earle. Answering the contention that in respect of its contracts, entered into outside of the State of its creation, the members of a corporation were to be regarded as individuals carrying on business under their corporate name and therefore in that capacity entitled to the privileges and immunities secured by the constitution to citizens in the several states, Chief Justice Taney in Bank of Augusta vs. Earle, among other reasons for denying the soundness of this proposition, said: "Besides, it would deprive the state of all control over the extent of corporate franchises proper to be granted by the state; and corporations would be chartered in one to carry on their operations in another. It is impossible upon any sound principle, to give such a construction to the article in question." It was accordingly held that whenever a corporation SPECIAL ADDRESS. makes a contract it is the contract of the legal entity-the artificial being created by the charter and not the contract of the individual members, and that the only rights it can claim are the rights which are given to it in that character, and not the rights which belong to its members as citizens of a state. Again, speaking of the rule of inter-state comity and of the presumption, in the absence of adverse legislation or judicial decision, of the existence in a state of a comity permitting the transaction of business therein by foreign corporations, Justice Taney says: "And when (as without doubt must occasionally happen) the interest or policy of any state requires it to restrict the rule, it has but to declare its will and the legal presumption is at an end." The particular development of the idea of breeding "tramp" corporations, which consists in providing a general system of rapid incubation, open to all who may choose to avail themselves of its advantages, is of comparatively recent growth. The idea itself is not new. February 16, 1886, the legislature of Pennsylvania passed an act entitled "An Act to incorporate the New York and California Vineyard Company." At that time, the legislatures of Pennsylvania were not at all particular to provide their statutes with titles indicating their real objects, and this particular statute, albeit a special charter, afforded no hint whatever of the actual purposes of the organization. A perusal of the Act shows these to have been the acquisition, operation and disposal of mining property, with the usual incidental powers, but with this singular limitation, viz.: that all of these powers were to be exercised "in any state of the United States or the territories thereof except in the State of Pennsylvania.” A second section provided that it should "be lawful for the company to establish the necessary offices for the business of the company wherever their business is located and to have their principal office in the United States in such WILLIAM E. CHURCH. place as they may deem expedient, at which place it shall be lawful to hold all meetings for the transaction of the business of the company." By a supplement to the original act of incorporation, passed February 16, 1870, this New York and California Vineyard Company was granted power "to borrow money in any state, territory or country, except the State of Pennsylvania,” and to secure the same by bond, etc. With an evident recognition of the incongruity between the legislative title of this act and the declared objects of the company and possibly with a prophetic sense that the stockholders might not care to be limited to either, the power was conferred upon them of changing the name of the corporation at their discretion, which was promptly done by the adoption of the name of "The Land Grant Railway & Trust Company." All of which would seem to indicate some advantages in the Pennsylvania plan over that of New Jersey. About this time, the people of a county in the state of Kansas voted to subscribe for $200,000 of the stock of the Missouri, Kansas and Texas Railway Company, to be paid in bonds of the county, and shortly afterward that company entered into a contract with the Land Grant Railway and Trust Company whereby the latter agreed to build certain sections of the road in consideration of the assignment to it by the former of sundry securities, including its interest in the aforesaid bonds which as yet were unissued. The Commissioners of the Kansas County having refused on demand to make the subscription to the stock or to issue the bonds which the people had voted, suit was brought to compel them to do so, whereupon the commissioners answered that the alleged Land Grant Railway and Trust Company was no corporation and had no existence as such in the State of Kansas. In the course of an opinion affirming the soundness of this defense, the Supreme Court of Kansas said: "No rule of comity will allow one state to spawn corporations and SPECIAL ADDRESS. send them forth into other states to be nurtured and do business there when said first mentioned state will not allow them to do business within its own boundaries. * From the only territory in the 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 excluded this corporation, and the attempt on the part of the State of Pennsylvania to authorize this corporation to have an office or to do business anywhere except in the State of Pennsylvania is ultra vires, illegal and void. The truth is that while this supposed corporation was originally organized for the whole United States except the State of Pennsylvania and afterwards by its amended charter for the whole world except Pennsylvania, it had no legal or valid existence anywhere on the face of the earth. At the very creation of this supposed corporation its creator spurned it from the land of its birth as illegitimate and unworthy of a home among its kindred and sent it forth a wanderer on foreign soil. Is the State of Kansas bound by any kind of courtesy or comity or friendship or kindness to Pennsylvania to treat this corporation better than its creator had done?" Land Grant Railway & Trust Co. vs. Coffey Co., 6 Kansas, 245. It would seem therefore, that the grapes raised by the New York and California Vineyard Company of Pennsylvania did not find a market in the State of Kansas. This case presents what is perhaps the most conspicuously flagrant instance on record of trespass upon the doctrine of interstate comity and shows how one court dealt with such a barefaced imposition. To talk of the obligations of comity in such a case is to misconceive the very basis of the doctrine and to ignore its fundamental principles. Certainly no state has any just grounds to expect a sister state to accord to its creatures privileges which it has itself withheld or to clothe with flesh and blood and inspire with the breath of life the dry skeletons which it casts out from its own borders. The critical observer familiar with current legislation on this subject, will notice a distinction between the special charter by which this Pennsylvania corporation was created and the more recently enacted general statutes like those of the State of New Jersey, in the fact that while under the |