6 Kan. 245 | Kan. | 1870
The opinion of the court was delivered by
In the consideration of this case it is necessary that we should go back to the very foundation upon which the plaintiffs build their superstructure; that we should look into the origin and organization of their supposed corporation; that we should investigate the validity of their Pennsylvania charter, and that we should
It is certainly with no feeling of hostility towards any one, that we investigate these questions. They are thrust upon us without our consent. The plaintiffs bring the case here, and these questions necessarily arise in the case at the very threshold of its examination,- and we could not well, if we would, escape from their investigation.
It must be admitted that the plaintiffs have been of great benefit to the people of Kansas. They-have vastly increased the wealth of the State. They have expended' millions of money in enterprises of incalculable benefit to the public. They have built and are building within this State, long lines of railroads, instruments of commerce and intercourse essential to the prosperity of any people, and a species of improvement without which civilization itself could no longer progress.
“It is a rule of law that a private corporation whose charter has been granted by one State cannot hold meetings and pass votes in another State. — (14 N. J., 380, 383.) “ Corporate acts performed by the body of the corporation while sitting out of the State which creates it, are void and of no effect.” — (20 Ind., 292, 297. And see 27 Me., 509, 524.)
A corporation, in order to have any legal or valid existence, must have a home, a domicile, a principal place of doing business, within the boundaries of the State which creates it. It may send agents into other States to do business, but it cannot migrate iñ a body. If it attempts to migrate in a body, to go beyond the jurisdiction of the laws which bind and hold it together, it dissolves into its original elements, and the persons who comprise it become only individuals. And even where a corporation
Under the rules of comity, a foreign corporation may by its agents usually exercise in another State all the powers which it could exercise in its own State, which are not repugnant to the laws and institutions, nor prejudicial to the interests of such other State. And comity would perhaps allow a foreign corporation to exercise in another State, powers beyond what it could exercise in its own State, which were absolutely necessary to the exercise of its legitimate 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 California to the people of the State of Pennsylvania. ' The States of New York and California might, through comity, allow said corporation to hold, occupy, and operate vineyards in their respective States for that purpose. But this is certainly as far as any kind of courtesy or comity would go. No rule of comity 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 not allow them to do business within its own boundaries.
The said charter would be void for other reasons than these we have mentioned, if it had been enacted by the Legislature of the State of Kansas. It contravenes two' provisions of our constitution. It is a special act, conferring corporate powers; (§ 1, Art. 11, Const.;) and the subject of the act is not clearly expressed in the title; (§16, Art. 2, Const.)
The writ of mandamus is refused.