For, besides the admitted incapacity of a corporation of one State to exercise its powers in another State, except with the assent or permission, expressed or implied, of the latter, it is a principle "as inviolable as it is fundamental and conservative, that the right to hold land, and the mode of acquiring title to land, must depend altogether on the local law of the territorial sovereign." Runyan v. The Lessee of Coster, 14 Pet. 122; Lathrop v. Commercial Bank of Scioto, 8 Dana (Ky.), 114. By a general law of Illinois, enacted in 1859, any three or more persons of full age, citizens of the United States, a majority of whom were also required to be citizens of that State, could become a body politic and corporate for benevolent, charitable, educational, literary, musical, scientific, religious, or missionary purposes, and in their corporate capacity take, receive, purchase, and hold real and personal estate, and, for charitable purposes only, sell and convey the same. Laws of Ill., 159, p. 20; Gross's Rev. 124.
I. The act of incorporation of the Green Bay and Minnesota Railroad Company being a private act, the court cannot take judicial notice of it. Atchison Topeka Railroad v. Blackshire, 10 Kan. 477; Horn v. Chicago c. Railroad, 38 Wis. 463; Perry v. New Orleans c. Railroad, 55 Ala. 413; Mandére v. Bonsignore, 28 La. Ann. 415; Broad Street Hotel Co. v. Weaver, 57 Ala. 26; Chapman v. Coleby, 47 Mich. 46; Workingmen's Bank v. Converse, 33 La. Ann. 963; Hailes v. State, 9 Texas App. 170; Leland v. Wilkinson, 6 Pet. 317. II. The State alone, by a proceeding quo warranto, has the right to inquire whether the corporation was exceeding its powers in the acquisition of real estate. National Bank v. Matthews, 98 U.S. 621; Leazure v. Hillegas, 7 S. R. 313; Cowell v. Springs Co., 100 U.S. 55; Goundie v. Northampton Water Co., 7 Penn. St. 233; Runyan v. Coster, 14 Pet. 122; The Banks v. Poitiaux, 3 Randolph, 136; S.C. 15 Am. Dec. 706; McIndoe v. St. Louis, 10 Mo. 575; Gold Mining Co. v. National Bank, 96 U.S. 640. III. The trustee was not entitled to improvements.
The rule is well settled that a corporation of one state cannot migrate to, and become domiciled in, a sister state, except by the consent of both states. Thomas v. Railroad Co., 101 U.S. 84; Runyan v. Coster, 14 Pet. 122; Christian Union v. Yount, 101 U.S. 352; Philadelphia Fire Association v. New York, 119 U.S. 110; Bank of Augusta v. Earle, and other cases cited. (7) There is a broad field of difference between prohibiting a person, natural or artificial, from bringing goods or passengers into the state, and in prohibiting such person from acquiring control of the highways, on which such goods and passengers are transported. (8) This law does not in any of its terms prohibit the transportation of freight or passengers interstate: its provisions may all be confined to commerce within the state, and to transactions wholly under state control, and do no violence to the language of the law.
Christian Union v. Yount, 101 U.S. 352, commented upon; explained, and affirmed. Mr. D.T. Littler, Mr. L.A. Whipp, and Mr. R.E. Lewis for appellant cited: 1 Jarman on Wills, Randolph Talcott ed. 403 n. 3, 404 n.; Story Eq. Jur. §§ 1158, 1183; Perry on Trusts, §§ 116, 713; Bridges v. Pleasants, 4 Iredell Eq. 26;Fontain v. Ravenel, 17 How. 369; Wheeler v. Smith, 9 How. 55, 79; Taylor v. Keep, 2 Bradwell, 368; Allen's Executors v. Allen, 18 How. 385; Runyan v. Coster, 14 Pet. 122; Lathrop v. Commercial Bank, 8 Dana, 114; Laws of Illinois, 1859, p. 20, Gross. Rev. 124; Rev. Stat. Ill. 1845, c. 35, § 44; St. Peter's Roman Catholic Congregation v. Germain, 104 Ill. 440; Laws Illinois, 1872, c. 32, § 42; Stevens v. Pratt, 101 Ill. 206. S.C. 44 Am. Dec. 94.
Strauder v. West Virginia, 100 U.S. 303, 311; Bureau Co. v. Chicago, Burlington, Quincy Railroad, 44 Ill. 229; Allhands v. People, 82 Ill. 234; Hughes v. Cairo, 92 Ill. 339; State Railroad Tax Cases, 92 U.S. 575; Missouri Pacific Railway v. Humes, 115 U.S. 512, 523; Lexington v. McQuillan, 9 Dana, 513; S.C. 35 Am. Dec. 159; Doyle v. Continental Ins. Co., 94 U.S. 535; Ins. Co. v. Morse, 20 Wall. 445; Ducat v. Chicago, 10 Wall. 410. Mr. Denis O'Brien, Attorney General of New York, for defendant in error, cited; Elmwood v. Marcy, 92 U.S. 289; Fairfield v. Gallatin County, 100 U.S. 47; Post v. Supervisors, 105 U.S. 667; Bank of Augusta v. Earle, 13 Pet. 519; Paul v. Virginia, 8 Wall. 168; Liverpool Ins. Co. v. Massachusetts, 10 Wall. 566; Cooper M'fg Co. v. Ferguson, 113 U.S. 727; Nathan v. Louisiana, 8 How. 73; Morse v. Home Ins. Co., 30 Wis. 496; S.C. in error, 20 Wall. 445; Drake v. Doyle, 40 Wis. 175; Continental Co. v. Doyle, 40 Wis. 220; Doyle v. Continental Ins. Co., 94 U.S. 535; Runyan v. Coster, 14 Pet. 122; Covington Draw Bridge Co. v. Shepherd, 20 How. 233; Railroad Co. v. Koontz, 104 U.S. 5; McCullough v. Maryland, 4 Wheat. 316, 430; State Tax on Foreign Held Bonds, 15 Wall. 300; Ex parte Kinney, 3 Hughes, 9; Missouri v. Lewis, 101 U.S. 22, 31; Kentucky Railroad Tax Cases, 115 U.S. 321, 337. This was a writ of error to the Supreme Court of the State of New York. Under the provisions of § 1279 of the Code of Civil Procedure of New York, the People of the State of New York and the Fire Association of Philadelphia, a Pennsylvania corporation, being parties to a question in difference which might be the subject of an action, agreed upon a case containing a statement of the facts on which the controversy depended, and presented a written submission of it to the Supreme Court of New York, so that the controversy became an action.
Fairfield v. County of Gallatin, 100 U.S. 47. It is reserved to the States, either by statute or general policy, to determine whether foreign corporations shall do business therein. Newburg Petroleum Company v. Weare, 27 Ohio St. 343; The State ex rel. Drake v. Doyle, 40 Wis. 175; Warton on Conflict of Laws, § 286; Bank of Augusta v. Earle, 13 Pet. 519; Runyan v. Coster, 14 Pet. 122, 130; Story on Conflict of Laws, § 430; Paul v. Virginia, 8 Wall. 168; County of San Matteo v. Southern Pacific Railroad Company, 13 F. 722. Such corporations as defendant in error were prohibited in Illinois, at the time it took its security, by statute and general policy. Gen. Incorp. Law of Ill. of 1872, secs.
Restrictions imposed by the charter of a corporation upon the amount of property that it may hold cannot be taken advantage of collaterally by private persons, but only in a direct proceeding by the State which created it. Runyan v. Coster, 14 Pet. 122, 131; Smith v. Sheeley, 12 Wall. 358, 361; Bogardus v. Trinity Church, 4 Sandf. (N.Y.) Ch. 633, 758; De Camp v. Dobbins, 29 N.J. Eq. 36; Davis v. Old Colony Railroad Co., 131 Mass. 258, 273. 2d. By an act of amendment of the 28th of October, 1870, the provisos in the first section of the original charter are repealed.
Vidal v. Girard, 2 How. 127, 191. Runyan v. Coster, 14 Pet. 122. National Bank v. Matthews, 98 U.S. 621. Cowell v. Springs Co. 100 U.S. 55, 60. Jones v. Guaranty Indemnity Co. 101 U.S. 622. National Bank v. Whitney, 103 U.S. 99. Fritts v. Palmer, 132 U.S. 282. Leazure v. Hillegas, 7 S. R. 313.
The appellants, who were the heirs-at-law and next of kin of the testatrix, claimed that the gift was void in toto, as it gave more than the corporation was allowed to take or hold. The court, per GRAY, J., stated the answer to such proposition in the language of the head-note above quoted, and, without argument, referred in support of such doctrine to five cases, viz.: Runyan v. Coster (14 Pet. 122, 131); Smith v. Shelley (12 Wall. 358, 361); Bogardus v. Trinity Church (4 Sand. Ch. 633, 758); De Camp v. Dobbins ( 29 N.J. Eq. 36); Davis v. Old Colony Railroad Company ( 131 Mass. 258, 273).
" Brightly's Fed. Dig., tit. Corp.; Beaty v. Knowler, 4 Pet. 152; Farnum v. Blackstone Co., 1 Sumn. 46. "A corporation can do no acts, within or without the state which created it, except such as are authorized by its charter." Brightly's Fed. Dig., tit. Corp.; Bank v. Earle, 13 Pet. 519; R. R. Co. v. Kneeland, 4 How. 16; Runyan v. Lessee, 14 Pet. 122. "It is familiar law, that a corporation possesses such powers, and such only, as the law of its creation confers upon it." Franklin Co. v. Lewiston Sav. Inst., 68 Me. 43.