N. State Copper & Gold Min. Co. v. Field

• Citation: 20 A. 1039,64 Md. 151
• Parties: NORTH STATE COPPER & GOLD MIN. Co. v. FIELD.
• Decision Date: 24 June 1885
• Court: Court of Appeals of Maryland

20 A. 1039

64 Md. 151

NORTH STATE COPPER & GOLD MIN. Co.

v. FIELD.²

Court of Appeals of Maryland.

June 24, 1885.

Appeal from superior court of Baltimore city.

This was an appeal from an order of the court below, sustaining the demurrer to the answer of the defendant, and directing a mandamus to issue. The case is stated in the opinion of the court.

Argued before MILLER, STONE, ROBINSON, IRVING, and BRYAN, JJ.

R. W. Applegarth and Julian I. Alexander, for appellant. D'Arcy Paul and J. Wilson Leakin, for appellee.

STONE, J. This is an application for a mandamus by the appellee against the appellant, a corporation created by the laws of the state of North Carolina. It appears that the appellee is a citizen of this state, and that the appellant corporation has an office in, and is transacting business within, this state. The foundation of the complaint, and application for mandamus, is that the appellee was a stockholder in the appellant corporation, and that the directors of the corporation declared his stock forfeited by reason of the nonpayment of an assessment made by the directors on each stockholder. He, the appellee, insists that such assessment was illegal and void, and he asks to be reinstated as a stockholder on the books of the company, and restored to all his rights as such stockholder. Among other defenses set up by the appellant, it insists that the courts of Maryland have no jurisdiction over it, in a case like that disclosed by the record, and, if its contention in that respect is true, it will be decisive of the case, and relieve us from an examination of the other questions presented for our consideration. The act of 1868, c. 471, § 209, provides that "any corporation, not chartered by the laws of this state, which shall transact business therein, shall be deemed to hold and exercise franchises within this state, and shall be liable to suit in any of the courts of this state, on any dealings or transactions therein." And, in a subsequent section, the law provides: "Suits may be brought in any court of this state, or before a justice of the peace, against any corporation not incorporated under its laws, but deemed to hold and exercise franchises therein, or against any joint-stock company or association doing business in this state, for any cause of action, and by a plaintiff, not a resident of this state, when the cause of action has arisen, or the subject of the action shall be situated, in this state." The object of our statute, and of similar statutes passed by other states, is to provide for the collection of debts due from foreign corporations to our own citizens, and to enforce contracts made here by foreign corporations, through its agents, and to protect our citizens from frauds or wrong, whether the wrong-doer be foreign or domestic. But it was not the intent of our statute to give our courts jurisdiction over the internal affairs of a foreign corporation. Our courts possess no visitorial power over them, and can enforce no forfeiture of charter for violation of law, or removal of officers for misconduct, nor can they exercise authority over the corporate functions, the bylaws, nor the relations between the corporation and its members, arising out of, and depending upon, the law of its creation. These powers belong only to the state which created the corporation. In the case of Wilkins v. Thorne, 60 Md. 253, this court said: "This is clearly a controversy relating to the internal management of the corporation, and the validity of the acts of those who claim to be, and indeed are admitted to be, de facto, its officers and stockholders. Now, if this were a Maryland corporation, there could be no question as to the jurisdiction of a Maryland court over the subject, but such is not the case. The corporation was created by the laws of another state, and it seems to us that all such controversies must be determined by the courts of the state by which the corporation was created." Thorne's...