The rule of law that the lex loci contractus regulates and governs the nature, interpretation and obligation of all contracts is indisputable ; but it cannot be applied in the present case to defeat the right of the plaintiffs to hold the stockholders, who have been duly summoned in the action, liable for the debts of the corporation. It is true, that the causes of action set out in the declaration are founded on contracts entered into in another state. This fact, if the present action were a suit against a natural person, and involved any question concerning which there was a conflict between the laws of this commonwealth and those of the place of the contract, might require us to consider the nature, operation and effect of the laws of that state upon the contracts declared on. But the suit is brought against a corporation created by a statute of this commonwealth, which, ex proprio vigore, had no force or validity in the state of Rhode Island. The corporation which it established, strictly speaking, had no legal existence in that state. Its power as an artificial person to enter into contracts and do other corporate acts could be there recognized and allowed only by comity. This results necessarily from the well settled principle, that the statutes of one state do not operate ex-tcrritorially, and are not obligatory beyond the limits of the sovereignty which enacted them. But the comity of states, as understood and acted on by the general practice of all civilized countries, extends to corporations the privilege of exercising the powers conferred by their charters beyond the limits of the state or country in which they have their origin and legitimate existence. The only restriction on this rule of comity is, that in thus giving effect to foreign statutes, a state is careful to see that no wrong or injury is thereby done to its citizens, and that the policy of its own laws is in no way contravened or impaired.
Exceptions overruled
Dewey, J. did not sit in this case.
