« السابقةمتابعة »
of the road, and the whole proceeding in that court was rendered abortive. Held, under these circumstances, that the state of Florida might file an original bill in the United States supreme court, relying upon its interest in the four millions of dollars of railway bonds held by it, and upon the vendor's lien held by its trustees for the $472,000 balance of unpaid purchase money, and have its rights adjudicated upon by that court. Ibid.
§ 1812. It appearing that the bonds held by Anderson and his associates (being bonds represented by the $177,000 unpaid purchase money) were not due, and that there was no stipulation that their principal should become due by the non-payment of the interest, held, that it was optional with the trustees upon making the sale to apply the proceeds of such sale to the payment of such bonds before they matured or not. Held, also, that if, when due, the interest or principal of such bonds should not be paid, bondholders might, by mandamus or bill in equity, compel the trustees to enforce such payment by proceeding against the property. Held, also, that the state and its commissioners having undertaken, by proceedings in the state court, to compel payment of the unpaid purchase money and the interest on the bonds, Anderson and his associate bondholders would be enjoined from selling, taking possession of or interfering with the railroad company in question, so as in any manner to impede, hinder or obstruct the state of Florida or the trustees of the internal improvement fund in taking possession of the property, or in procuring it to be condemned and sold for the purpose of raising and paying the unpaid purchase money and such amount as may be adjudged or decreed by the proper court or tribunal in that behalf to be due to the state upon the loan of its credit to the company, and the receiver of the railroad was continued in possession of the property until it could be delivered to some proper and competent officer or person hav. ing the requisite authority to receive the same, without, however, precluding the right of Anderson and the other first mortgage bondholders to demand and receive from the state or the trustees, out of the proceeds of such property, or of such internal improvement or sink. ing fund, respectively, any amount of principal or interest due on their bonds. Ibid.
§ 1843. Name, a trade-mark - Wrongful use enjoined. The corporate name of a corporation is a trade-mark, and will be protected in equity. Newby v. Oregon Cent. R. Co.,* Deady, 610.
$ 1844. Any act which produces confusion or uncertainty, concerning the name of a corporation, is well calculated to injuriously affect the identity and business of the corporation, Ibid.
$ 1845. A court of equity will not refuse to enjoin the wrongful appropriation of a corporate name, until the right of the first corporation to its name has been established by the verdict of a jury in an action at law. Such right does not rest in parol, but is shown by the record, if at all, and is determined by the court in any form of proceeding. Ibid.
$ 1816. The jurisdiction of equity to enjoin the wrongful use of a corporate name does not depend upon the insolvency of the defendant. Ibid.
$ 1817. Power of state to make improvements by means of corporations.— The legislature of a state may, through the instrumentality of corporations, improve the navigation of rivers, by canals or otherwise, and the carrying places by canals, railroads and turnpike roads, and may authorize the taking of tolls for the increased facilities. Spooner v. McConnell, 1 McL., 337.
$ 1848. Monopoly.- Any exclusive profit granted by a state, either to an individual or to a corporation, is a monopoly in the general sense of the word. There is unlimited legislative power to create such a monopoly. Cambloss v. Philadelphia & Reading R. Co.,* 9 Phil., 411.
$ 1819. Charter - Inviolable contract.— A charter which incorporates a company to build a toll-bridge and take tolls, and provides that it shall not be lawful for any person or persons to build any bridge within two miles either above or below the one authorized, is an inviolable contract, although the duration of the company's existence is unlimited. The Binghamton Bridge, 3 Wall., 51.
$ 1850. Acceptance of charter by proxies.- In order to accept the charter of the National Military and Naval Asyluni, incorporated by the act of March 3, 1865, and organized thereunder, a majority of the persons named must be present, and the acceptance of the charter and organization of the company cannot be by proxies. The act being silent as to proxies, it must be presumed that personal presence was intended. Until the acceptance of the charter and organization, there is no party or legal person to determine the sufficiency or insufficiency, the validity or invalidity, of proxies. If the charter of the corporation could be accepted and the company organized by proxies, though an aggregate corporation by its charter, the corporators could convert it into a sole corporation. Such power is not expressly conferred, nor can it be implied. The principle that requires aggregate boilies to act by majorities forbids such an implication. Charter of the National Military and Naval Asylum, * 11 Op. Att'y Gen'l, 261.
$ 1851. Construction of charter – Erection of bridge.- Where a charter provides that “it shall not be lawful for any person or persons to erect or maintain a bridge within two miles," the meaning is, that not only shall no person or persons erect such bridge, without legislative authority, but that the legislature itself will not make it lawful for any person or persons to do so by giving them authority. The Binghamton Bridge, 3 Wall., 51.
$ 1852. Privileges in federal courts not conferable by charter.- The charter of a corporation created by a state can confer upon it no peculiar privileges in the courts of the United States which do not belong to it as a corporation. Young v. Bank of Alexandria, 4 Cr., 384.
$ 18:3. Charter provision not unconstitutional.— The insertion of a provision in a charter of a corporation, which requires a jury to do what they would be competent to do without such a provision, and which, in order to ascertain a compensation for private property taken for public use, which should be just toward the public, as well as just toward the individual, they ought to do, cannot be considered as repugnant to the constitution. Chesapeake & Ohio Canal Co. v. Key, 3 Cr. C. C., 600.
$ 1854. Construction of charter power to condemn land. - The power given by a charter to condemn land for a canal is not such a power in derogation of common right as will justify a court in confining the words “at” and “from” to their strictest and strongest sense against the corporation. Ibid.
$ 1855. Charter, whether creating a new corporation or continuing an old one, and liability in such cases. — A new bank was chartered while an old one was in existence. The charter gave the new bank the same name as the old one; it made any director of the old bank as a director of the new bank; it authorized the new bank to take, receive and hold, by assignment, any mortgages held by the old bank “which may be assigned and taken by agreement between the two corporations.” The capital of the new bank was, by its charter, to be $50,000 less than that of the old bank. Its stock was to be held, not by the stockholders of the old bank, but by certain persons named in the new charter and their associates and assigns. Held, that the new bank was another and different corporation from the old one; that neither it nor its officers, as such, were liable upon promissory notes issued by the old bank, although certain of the bills of the old corporation were received as tender by the new bank and again issued by it. Bellows v. Directors of Hallowell & Augusta Bank, * 2 plason, 31.
Ş 1856. If a new charter of a bank be merely a re-incorporation or continuation of its old charter, which would otherwise have expired by limitation, the new corporation is liable for notes issued by the old one. Ibid.
$ 1857. Whether a charter creates a new corporation, or merely continues the existence of an old one, must be determined by its terms, and the intention of the legislature and of the corporators. Ibid.
$ 1858. The fact that the names of two corporations are the same, that the officers are the same, and that a majority of the stockholders are the same; that the business of one was for a time done, and its debts paid, by the other, does not conclusively establish that both corporations are in fact one company. Ibid.
S 1859. Creation of the same corporation by several states. - It seems that several states may, by competent legislation, unite in creating the same corporation, or by combining several pre-existing corporations into a single one. Or one state may make a corporation of another state, as then organized and conducted, a corporation of its own, as to any property within its territorial jurisdiction. Or a state may, by an enabling act, authorize a corporation created in another state to build and use a railroad within its own limits, without creating a new corporation. Copeland v. Memphis & Charleston R’y Co., 3 Woods, 657.
$ 1850. The act of Alabama of January 7, 1850, entitled “ An act to incorporate the Memphis & Charleston Railroad Company," which company already existed in Tennessee, by virtue of a charter from that state, made said corporation an Alabama corporation within that state. Ibid.
S 1861. Two states may, by coneurrent legislation, unite in creating the same corporate body. Wilmer v. Atlanta & Richmond Air Line R’y Co., 2 Woods, 417; S. C., id., 454.
$ 1862. Where a corporation has been chartered by two states, a citizen of one such state may sue it in the federal courts of the other. City of Wheeling v. Mayor of Baltimore,* 1 Hughes, 90.
$ 1863. Where two corporations with the same name are created by laws of adjacent states to build and maintain a canal running through such states, the corporations acquire a unity of interest, but do not cease to exist as distinct and different corporations. Their powers, rights, privileges and duties remain distinct and separate as before, according to their respective acts of incorporation. Neither can exercise the rights, powers and privileges conferred on the other. There is no corporate identity. Neither is merged in the other. They are each distinct corporations, acting within the sphere of their respective charters for purposes of common interest, and their union is a union of interests and stocks, and not a surrender of personal identity or corporate existence by either corporation. Farnum v. Blackstone Canal Corp., 1 Sumn., 46.
$ 1864. Where the same corporation is chartered in two or more states, the question whether it constitutes only one corporation, or whether it still remains different corporations in the different states, is a question of legislative intent. Copeland v. Memphis & Charleston R’y Co., 3 Woods, 658.
$ 1865. Power of congress to ereate corporations.- Congress has implied power, under the constitution, to create corporations, as a necessary and convenient means of carrying into execution powers expressly delegated to it, and it may therefore charter a bank in aid of its fiscal operations. The power of creating a corporation, though appertaining to sovereignty, is not, like the power of making war, or levying taxes, or regulating commerce, a great substantive and independent power which cannot be implied as incidental to other powers, or used as a means of executing them. It is never the end for which other powers are exercised, but a means by which other objects are accomplished. The power of creating a corporation is never used for its own sake, but for the purpose of effecting something else. So the power to pass acts of incorporation will pass as incidental to those powers which are expressly given, if it be a direct mode of executing them. M'Culloch v. State of Maryland, 4 Wheat., 401; Osborn v. Bank of United States, 9 Wheat., 859.
$ 1866. Under the charter of the Bank of the United States the power to establish a branch bank in Maryland might be exercised by the bank itself, subject to the approval of the government. M'Culloch v. State of Maryland, 4 Wheat., 424.
$ 1867. Charter granted by British crown not dissolved by the revolution.-'A charter of incorporation, granted by the British crown before the revolution to trustees of a college in one of the colonies, was not dissolved by the revolution, and constituted a contract which could not be impaired by the legislation of the state in which it was located. Dartmouth College v. Woodward, 4 Wheat., 626.
$ 1868. Insurance company, not engaged in commerce.- A corporation of one state haring an agency by which it conducted insurance business in another state, is not engaged in commerce between the states. Paul v. Virginia, 8 Wall., 168; Liverpool Ins. Co. v. Massachusetts, 10 Wall., 566.
$ 1869. Validity of corporations created in rebellious states.- Corporations created by the legislature of one of the southern states during the rebellion, and while the state was in arms against the government, are valid corporations if they, in their organization, related only to the internal and domestic affairs of the state, and were not designed to aid or promote the rebellion. United States v. Insurance Companies, 22 Wall., 101.
$ 1870. Who is a corporator.— A corporator means one who is a member of a corporation, i. e., one of the oonstituents or stockholders of the corporation. In re Lady Bryan Co., 1 Saw., 351.
$ 1871. Consolidation.- Consolidation discharges non-consenting shareholders. (Citing McCray v. Junction R. Co., 9 Ind., 358.) Clearwater v. Meredith, 1 Wall., 40. See 5S 324, 599, 830–832, 1286, 1396, 1509–16, 1518, 1793.
$ 1872. A.'s guaranty given to B., a stockholder in a company, that its stock shall be salable at par in a given place at a specified time, is discharged by the consolidation of the company with another, consented to by B. before the time specified elapses. Ibid.
$ 1873. A giant to railroad company A., for the purpose of making and using its road, of all the powers, rights and privileges belonging to company B., does not carry with it an exemption from taxation possessed by B. Railroad Companies v. Gaines, 7 Otto, 697.
$ 1874. An act of a legislature consolidating two corporations by virtue of power reserved to do so, and with the consent and at the request of both, is valid. Pennsylvania College Cases, 13 Wall., 212.
$ 1875. Where two corporations agree to unite their property and interests, and for convenience take a new corporate name, the new company is liable for a debt due upon property of one of the old companies which became part of the assets of the new company. The Key City, 14 Wall., 660.
$ 1876. Two corporations created respectively by Maryland and Delaware were permitted by the laws of each of these states to consolidate. The act of consolidation in each state contained in substance the provision that the new company should possess all the rights and privileges vested in the original companies, or either of them, by that act, or any other law of that or the other state. Held, that the purpose of the two provisions was to vest in the new company the rights and privileges which the original companies had previously possessed under their separate charters; i. e., the rights and privileges in Maryland, which the Maryland company had there enjoyed, and the rights and privileges in Delaware, which the Delaware company there enjoyed, and not to transfer to either state, or to enforce therein, the legislation of the other. The new company stood in each state as the original company had stood in that state, invested with the same rights and subject to the same liabilities. So an exemption conferred upon the Maryland corporation by the legislature of that state did not, by the act of consolidation, bind the legislature of Delaware. The Delaware Railroad Tax, 18 Wall., 227.
$ 1877. Transfer of property to new company, and liability of new company.- The legislatures of Virginia and Maryland authorized the surrender and transfer of the property of the Potomac Company to the Chesapeake & Ohio Canal Company, and preserved all the means of payment of its debts possessed by the old company, enumerating such debts and requiring the new company to satisfy them. Held, that a creditor of the old company, upon an unlawful debt not enumerated in the act of the legislature authorizing the surrender and transfer, could not recover the amount of said debt from the new company. Smith v. Chesapeake & Ohio Canal Co., * 14 Pet., 45.
$ 1878. The state may authorize the surrender of the charter of a company, with the consent of the stockholders, to another company, and may provide for the payment of the creditors of the first company. So long as the means of payment possessed by the old company are carefully preserved, the assignment to the new company does not impair the obligation of the contracts of any creditor of the old company nor place him in a worse situation in regard to his demand. Ibid.
$ 1879. Fraud lent transfer to new corporation – Liability of new company for outstanding demands against the old.- A transportation company negligently lost and damaged certain property intrusted to it for carriage on the Mississippi river. Neither judgment in rem nor in personam was ever obtained in admiralty or at common law. Subsequently the transportation company transferred all its property, without consideration, and therefore fraudulently as against existing creditors, to a new corporation, with a full knowledge on the part of the latter that there were outstanding demands for damages against the first corporation. Held, that an insurance company which paid the owner of the property lost insurance thereon might maintain a bill in equity against the second corporation to recover the money paid, but that the president of the first transportation company was not a proper party to such bill, although he caused the fraudulent transfer to be made to the second company. Hibernia Ins. Co. v. St. Louis & New Orleans Transp. Co.,* 3 McC., 368.
$ 1880. Residence of corporation as affecting federal jarisdiction.— Under the act of congress of March 3, 1875, which declares that no civil suit shall be brought against any person by any original process in any district other than that whereof he is an inhabitant or in which he shall be found," a corporation cannot be served by process outside of the state where it was created. Hume v. P. C. & St. L. R’y Co., 8 Biss., 31.
$ 1891. The presence of an agent of a foreign corporation is not the presence of the corporation within the meaning of the act of congress of March 3, 1875. Ibid.
$ 1852. If a corporation has its lawful place of business in a certain state and nowhere else, and its corporators are citizens of the state, it can bring a suit in any circuit court of the United States outside of such state. Park Bank v. Nichols, 4 Biss., 315.
$ 1883. Where a corporation was formed both by the laws of Indiana and of Illinois, for the purpose of improving the banks of the Wabash river, forming at one place the boundary between the two states, and its president and secretary lived in Indiana, and the books of the corporation were kept in that state, and the meetings of the directors were usually held there, it was held that the corporation was a resident of Indiana, for the purpose of being sued there in the United States courts. Culbertson v. Wabash Nav. Co., 4 McL., 544.
$ 1884. Residence of corporation.— The residence of a corporation is confined to the state or states which creates it. Hume v. P., C. & St. L. R’y Co., 8 Biss., 31.
S 1885. A corporation chartered by Virginia continues to be a corporation of that state, notwithstanding its operations were chiefly in West Virginia, which was made a state after the charter was granted, such company never having taken steps to make itself a West Virginia corporation. Kanawha Coal Co. v. Kanawha & Ohio Coal Co., 7 Blatch., 391.
ģ 1886. A private corporation resides where its principal office is located. Its residence depends, not upon the habitation of its stockholders, but on the official exhibition of its legal and local existence. Lyman, V. & R. Co. v. Southard, 12 Blatch., 405.
$ 1887. Presumption as to citizenship of members. It is a presumption that cannot be rebutted, that if a corporation has a legal existence in a state, its individual members are citizens of the state. Park Bank v. Nichols, 4 Biss., 315.
$ 1888. Business of railroad company, where carried on.- The business of a railway company can only be done where the railway is, or is to be, constructed, maintained and operated. In re Alabama & Chattanooga R’y Co., 9 Blatch., 390.
§ 1889. A corporation, not a citizen.— A corporation is not a “citizen," entitled to all the privileges and immunities of citizens in the several states. Paul v. Virginia, 8 Wall., 108; Liverpool Ins. Co. v. Massachusetts, 10 Wall., 566.
$ 1895. State as a stockholder.- A state, by taking stock in a corporation, lays down its sovereignty, and has no rights or powers respecting corporate powers or liabilities other than those granted in the charter. Curran v. State of Arkansas, 15 How., 304 ($ 1316–29).
$ 1891. A state, by taking stock in a business corporation, consents to and may be suel in matters arising out of such corporate transaction. A decision upon this point by the state court will be followed by federal courts. Ibid.
$ 1592. Where a state creates a bank, subscribes to its capital stock and deposits state funds in it, agreeing in its charter that such funds shall be considere l a part of the bank's capital, the state cannot, upon failure of the bank, assume the character of its creditor and claim a right as its creditor to share in the distribution of its assets. Ibid.
$ 1893. Where a state takes possession of all the assets of a bank in which it is sole stockholder, and by legislative act divests the title of all the bank's real estate and invests it in the state, these are not acts for the protection of the creditors of the bank. Ibid.
$ 1894. A law authorizing and requiring a banking corporation to distribute its property among its stockholders or to transfer it to its sole stockholder, the state, leaving its bills unredeemed, impairs the obligation of the contracts contained in those bills and is void. Ibid.
18.5. Where a state is sole stockholder in a bank, the charter is not such a contract between the state and the corporation as is protected from impairment by the constitution of the United States. Ibid.
$ 1896. In an action for money had and received, instituted to recover the amount of a deposit made in the Bank of the Commonwealth of Kentucky, the fact that the state of Kentucky was sole proprietor of the stock of the bank is not sufficient to ground a plea to the jurisdiction. Such a suit is not virtually an action against a sovereign state. Bank of Kentucky v. Wister, 2 Pet., 318.
$ 1897. If a state did exercise its powers in and over a bank, or impart to it its sovereign attributes, it would be hardly possible to distinguish the issue of the paper of such a bank from the direct issue of bills of credit. Ibid.
$ 1898. United States as a stockholder — Limitations. The fact that the United States is a stockholder in a corporation does not prevent the statute of limitations from operating against the company. Bank of United States v. M'Kenzie, 2 Marsh., 393.
$ 1899. Devise to a corporation.— A devise to a corporation to be created by the legislature, composed of the several officers designated in the will as trustees, to take the estate and execute the trust, is a valid executory devise. It is to take effect in future upon the corporation being created, and such contingency is not too remote. Inglis v. Sailors' Snug Harbor, 3 Pet., 114.
S 1900. The incorporation of a voluntary association subsequent to a devise to it, which it was unable to take for the reason of its non-incorporation, does not render the devise valid. Trustees of the Philadelphia Baptist Association v. Hart, 4 Wheat., 27.
$ 1.301. Decision of state court as to the validity of corporation binding on federal courts.- Where a state court has passed upon the question whether a body claiming to exercise corporate powers has the right so to do, such decision is conclusive of the power of the company whenever the question is raised in a federal court. Secombe v. Railroad Co., 23 Wall., 117.
$ 1902. State decisions binding on federal courts.— The decision by a state supreme court, that a link forming part of a railway was owned by the Pennsylvania Company, held binding upon a federal court. Lathrop v. Junction R. Co.,* 4 Fed. R., 41.
$ 1903. Construction of charter by state and federal courts.- A construction by the supreme court of a state of a charter of a corporation created by such state is binding upon federal courts. Hawes v. Contra Costa Water Co.,* 5 Saw., 287.
$ 1904. Injunction.— The circums.ance that a defendant company is acting as a corporation for making a road, canal or other improvement is not a good objection to the granting of an injunction. Bonaparte v. Camden & Amboy R’y Co., 1 Bald., 205.
$ 1995. Injunction by consent in improper case.- An order for an injunction against a corporation, or a receiver, cannot be granted in an improper case, even with the consent of both parties to the suit, and especially where the rights of third parties are concerned. Whelply v. Erie Ry Co., 6 Blatch., 271.
$ 1905. Sale of corporate property enjoined.— The sale of property of a corporation levied on under execution will be restrained in equity, where the property itself is of very.