Elston v. Piggott

Citation94 Ind. 14
Decision Date04 March 1884
Docket Number11,047
PartiesElston v. Piggott et al
CourtSupreme Court of Indiana

From the Montgomery Circuit Court.

Judgment reversed.

T. H Ristine, H. H. Ristine, E. C. Snyder, G. D. Hurley, B. Crane T. A. Hendricks, A. W. Hendricks, C. Baker, O. B. Hord, A Baker and E. Daniels, for appellant.

G. W. Paul and J. E. Humphries, for appellees.

OPINION

Elliott, J.

The first question which we are required to decide is this: Is a decree and sale obtained by a trustee of a foreign corporation, whose agent has not filed a power of attorney as required by the act of June 17th, 1852, so destitute of force as to pass no title to the trustee who becomes a purchaser at the foreclosure sale? We think this question is not a difficult one. The failure of the agent of the corporation to file the power of attorney required by the statute was a matter to be pleaded in abatement in the suit in which the decree was rendered. Walter A. Wood, etc., Co. v. Caldwell, 54 Ind. 270 (23 Am. R. 641); Domestic Sewing Machine Co. v. Hatfield, 58 Ind. 187; Daly v. National Life Ins. Co., 64 Ind. 1; Singer Manufacturing Co. v. Brown, 64 Ind. 548; Johnson v. State, 65 Ind. 204; Smith v. Little, 67 Ind. 549; Behler v. The German Mutual Ins. Co., 68 Ind. 347; The American Ins. Co. v. Wellman, 69 Ind. 413; Singer Manufacturing Co. v. Effinger, 79 Ind. 264; Finch v. Travellers Ins. Co., 87 Ind. 302. The question as to the right of the parties to plead matters in abatement was settled by the decree of the Federal court, and can not be litigated in an attack upon the decree or the sale made under it. If, therefore, the trustee should be regarded as the corporation for which he was trustee, still no question as to the right to prosecute the suit can now be made, for the decree put an end to all such questions.

It follows as a necessary consequence, that, having obtained a valid decree, the plaintiff in the suit had a right to enforce it in the usual manner. The decree settled all questions as to the power of the court to render it, and there can be no interference with the complete execution of the decree for any cause involved in the suit which resulted in the decree. The time for objecting that there was no right to prosecute the foreclosure suit has gone by, and the decree can not be rendered nugatory for a cause which might have constituted ground for a plea in abatement.

A plaintiff who has a valid decree has all the incidents of such a decree, and necessarily the right to have it executed according to law. It would be very strange if a plaintiff having a valid decree should not be allowed to take any steps to secure its benefit, by having it executed. A valid decree is always enforceable. To be sure, some act may occur subsequent to its rendition which may destroy its force; but this is a very different question from the one here under immediate discussion, for here the question is, can the enforcement of the decree be defeated because the plaintiff would not have been entitled, had defence been made, to maintain his suit? We are perfectly satisfied that the enforcement of a decree in favor of a foreign corporation can not be prevented by showing a failure to file a power of attorney, and that such a failure will not invalidate a title acquired under the decree.

The second question is: Can a foreign corporation, in whose favor a decree is rendered, hold and convey real estate purchased under the decree in cases where there is neither a prohibitory statute, nor a statute granting such right? We state the question as the record presents it; for the inquiry is not as to the general power to hold real estate, but as to the power to acquire it in payment of debts. The question really narrows to a compass more limited than that embraced in the question as we have stated it, for it comes to this: Has the foreign corporation a right to buy at execution sales made on judgments in its favor? That the question is thus limited is plain when it is brought to mind that an authority to do an act necessarily implies authority to do whatever is a necessary incident of the principal act. It seems clear that the right to buy necessarily implies the power to hold and enjoy what is bought. The right to buy would be a barren right without the authority to hold and enjoy the property purchased.

Foreign corporations are allowed to transact business in our State, and for many years no restrictions were placed upon them. Our reports contain many cases recognizing their right to do business within our borders. Liens have been enforced in their favor; titles have been quieted in them; possession of land has been awarded them, and contracts have been enforced in their behalf. We have found no case questioning their right to do business in this State, nor do we see how this right can be questioned, except where there is a statute directly bearing upon the subject, for it has long been the law that a corporation may transact business, within the scope of its corporate powers, beyond the State which gave it existence. Bank of Augusta v. Earle, 13 Peters 519, 592; Christian Union v. Yount, 101 U.S. 352.

It is true that corporations are not, in a strict sense, citizens of the United States, and can not claim immunities upon that ground. Paul v. Virginia, 8 Wall. 168; Ducat v. Chicago, 10 Wall. 410; LaFayette Ins. Co. v. French, 18 How. 404; Ducat v. Chicago, 48 Ill. 172; People v. Fire Association, 92 N.Y. 311. Although a corporation can not claim the protection of the Federal Constitution on the ground of citizenship, it is, nevertheless, entitled to do business, until forbidden by statute, in other States than that by which it was created. It was said by the Supreme Court of the United States in Bank of Augusta v. Earle, supra: "We think it well settled, that by the law of comity among nations, a corporation created by one sovereignty is permitted to make contracts in another, and to sue in its courts; and that the same law of comity prevails among the several sovereignties of this Union." This doctrine is strongly re-asserted in the later case of Christian Union v. Yount, supra. This principle of the comity of nations is part of the common law, and is by long settled rules, as well as by positive statute, engrafted on our law. Story Conflict of Laws, 36, 37; Thompson v. Waters, 25 Mich. 214 (12 Am. R. 243); Curtis v. McCullough, 3 Nev. 202.

In the absence of a statute prohibiting it, corporations may, it has often been held, acquire property in a foreign State. This doctrine is declared in Cowell v. Springs Co., 100 U.S. 55, where it was said, in speaking of the position that a corporation could not acquire property in a foreign State: "The answer to this position is found in the general comity which, in the absence of positive direction to the contrary, obtains through the States and Territories of the United States, by which corporations created in one State or Territory are permitted to carry on any lawful business in another State and Territory, and to acquire, hold, and transfer property there equally as individuals." But in the present case we need not go to this length, although the authorities would fully warrant us in doing so, for the question here is a much narrower one.

It is certainly true that an execution plaintiff may, unless forbidden by statute, bid in property at his own sale, and he who asserts the contrary must produce the statute. A person, artificial or natural, resident or non-resident, having a right to litigate, has substantially the same rights as ordinary litigants, unless, indeed, there is some statute restricting them. If a corporation has a right to a judgment or decree, it necessarily follows that it may enforce it by purchase of the property seized under the process issued on the judgment or decree.

It is generally held that States possess the power to repeal the law of comity, or to refuse to recognize it when contrary to the policy of the State. Bank v. Earle supra; Myers v. Manhattan Bank, 20 Ohio 20; Runyan v. Coster, 14 Peters 122; U. S., etc., Co. v. Lee, 73 Ill. 142 (24 Am. R. 236); People v. Fire Ass'n, supra. As foreign corporations are not citizens of the United States within the meaning of the Constitution, the law of comity may be denied to them. Paul v. Virginia, supra; Liverpool Ins. Co. v. Mass., 10 Wall. 566; Doyle v. Continental Ins. Co., 94 U.S. 535. But we do not think our Legislature has denied the rights of foreign corporations to buy and hold real estate under sales made upon executions and decrees. We do not regard the statute of March, 1861, as denying corporations the right to purchase lands in payment of debts, and we know of no case intimating such a doctrine, In many instances property rights of corporations are protected as those of natural persons. A charter confers rights which are within the constitutional provision forbidding the enactment of laws impairing the obligation of contracts. A decision giving peculiar emphasis to this familiar rule is Travellers Ins. Co. v. Brouse, 83 Ind. 62. So, too, are they within the provision prohibiting the taking of property without compensation. Erie R. W. Co. v. State, 31 N.J.L. 531. For purposes of taxation, foreign corporations are regarded as citizens. State of Indiana v. American Ex. Co., 7 Biss. 227. In Lumbard v. Aldrich, 8 N.H. 31, it was said: "If foreign corporations may sue here, they must be entitled to the benefit of their judgments, according to the ordinary course of law. They may, therefore, levy on land, in satisfaction of their executions." Further on in the same opinion it is said: "If they may thus acquire a title, it would be exceedingly absurd to say that they might not maintain an action for possession, or that they could not convey the...

To continue reading

Request your trial
60 cases
  • Peter & Burghard Stone Co. v. Carper
    • United States
    • Indiana Appellate Court
    • 3 Julio 1930
    ...Ins. Co. v. Pennsylvania R. Co. (1893) 134 Ind. 215, 33 N. E. 970, 20 L. R. A. 405;Insurance Co. v. Wellman (1879) 69 Ind. 413;Elston v. Piggott (1884) 94 Ind. 14;Singer Mfg. Co. v. Brown (1878), 64 Ind. 548;Daly v. National Ins. Co. (1878) 64 Ind. 1. For decisions from other jurisdictions ......
  • Peter & Burghard Stone Company v. Carper
    • United States
    • Indiana Appellate Court
    • 3 Julio 1930
    ... ... 915, 44 N.E. 932; Phoenix Ins. Co. v ... Pennsylvania R. Co., supra ; Insurance ... Co. v. Wellman (1879), 69 Ind. 413; ... Elston v. [96 Ind.App. 569] Piggott (1884), ... 94 Ind. 14; Singer Mfg. Co. v. Brown ... (1878), 64 Ind. 548; Daly v. National Ins. Co., ... ...
  • Cecil v. Clark
    • United States
    • West Virginia Supreme Court
    • 9 Abril 1898
    ... ... Bliss, 22 Pick, 48, ... and that it supports no such proposition; and, in my opinion, ... it does not. The case of Elston v. Piggott, 94 Ind ... 14, supports it. Brittin v. Handy, 73 Am.Dec. 497, ... leans towards it. King v. Rowan, 10 Heisk, 675, so ... holds ... ...
  • Foore v. Simon Piano Co.
    • United States
    • Idaho Supreme Court
    • 2 Mayo 1910
    ...execution had been levied, it had the right to hold or dispose of such property. (Columbus Buggy Co. v. Graves, 108 Ill. 459; Elston v. Piggott, 94 Ind. 14; 19 Cyc. and note.) It has also been held that a foreign corporation does not do business in the state by merely purchasing property at......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT