Newport & C. Bridge Co. v. Woolley

• Decision Date: 29 June 1880
• Citation: 78 Ky. 523,1 Ky.L.Rptr. 249
• Parties: Newport and Cincinnati Bridge Company v. R. W. Woolley.
• Court: Kentucky Court of Appeals

78 Ky. 523

1 Ky.L.Rptr. 249

Newport and Cincinnati Bridge Company v. R. W. Woolley.

Court of Appeals of Kentucky.

June 29, 1880

1. A corporation cannot have two domiciles at the same time. It obtains a residence not by its own act, but by the legislative authority which fixes the requisites of residence.

2. The appellant, incorporated and established by an act of the legislature of Ohio, is properly sued as a non-resident.

3. Each of the corporations, viz: the Newport and Cincinnati Bridge Company, established by the laws of Ohio, and the same company, established by the statute of Kentucky, are agents for each other, and each is bound by the act of the other in the transaction of their common business.

4. An employment by the Kentucky corporation of appellee as an attorney binds the Ohio corporation for the payment of a reasonable fee for his services.

APPEAL FROM LOUISVILLE CHANCERY COURT.

T. F HALLAM FOR APPELLANT.

1. Appellee has shown no just demands against appellant.

2. No authority sustains the remarkable proposition assumed by appellant, that the Kentucky and Ohio corporations are a partnership. (Ind., Cin. & Lafayette R. R. Co. v Jones, 29 Ind. 466; 4 Bissell, 78; 22 N.Y. 278; 1 Black 286; 28 Conn. 299; 10 Howard, 392; 1 Wallace, 39; 31 Ohio 317; 6 Otto, 499; Martin, & c., v. Mobile & Ohio R. R Co., 7 Bush, 116; 12 Wall., 65; 13 Ib., 270.)

MATTHEWS, RAMSAY & MATTHEWS FOR APPELLANT.

1. There is no proof to show the authority of Hallam to employ the appellee, except that which is to the effect that there was authority to employ him for a contingent fee.

2. Two states may unite in creating one corporation; but when created, it is a citizen in each of the states incorporating it. (13 Wall, 270; 1 Black, 286; 28 Conn. 289; 51 Penn., 228; 13 Wallace, 270; 4 Otto, 444; 5 Ib., 317.)

ISAAC CALDWELL FOR APPELLEE.

1. There is no authority to be found in which it is held that a corporation of one state can become a resident of another, and have two domiciles at the same time.

2. If appellant was not the party who employed appellee as counsel in the " Short Line" suit, then it was not entitled to any of the moneys resulting from that suit.

3. A corporation must dwell in the place of its creation, and cannot migrate to another sovereignty. (Bank of Augusta v. Earl, 13 Peters; 20 Ind. 492; 34 N.Y. 208; 28 Md. 287; 27 Barb., 337; 1 Sumner, 47; 1 Black, 286; Angell & Ames on Corp., 104.)

OPINION

HARGIS, JUDGE:

In the case before us it appears that the states of Kentucky and Ohio each created a corporation, which was given the same name. The object of each was to construct a bridge across the Ohio river, between Newport and Cincinnati. The powers conferred by each state upon its creation are complete; so full, that if either state had not given its corporation any powers, the other would remain invested with full power to construct the bridge to the extent of the territorial jurisdiction of the state which gave it life, but no farther.

The corporation sued in this action is the Newport and Cincinnati Bridge Company, created by the laws of Ohio. It was contended, before answer filed by appellant, that there was no such corporation, and the testimony introduced by it tended to establish that negation; but if no such being exists, and was never given an existence, why resist a judgment against it? Who has a right to appear and defend for it? But it is admitted by the answer there is an artificial person in existence bearing the name of the appellant, created by the laws of Ohio--the disputed question on this head being whether it is a resident of Kentucky or Ohio, or of both. The appellant claims that it is one entity by two laws emanating from different sovereignties, with no joint governmental powers over such a subject.

This seems to be an absurdity, because the law-making power of neither state can bind the other. Kentucky or Ohio has plenary power to create a corporation, but neither can create a part of the elements of a corporation and rely upon the other to complete it, and by this unauthorized marriage of distinct legislative powers, produce a being which has not received its full life from either.

Each legislative power must complete the corporation, or it never can be one, because the completing act of one state is not binding upon the state which began, but failed or refused to complete and give legal existence to the corporation. Otherwise persons who should receive from a state only a part of the powers, but were denied the rest which were necessary to create a corporation, could apply to a foreign state for supplementary legislation, which would authorize the building of railroads and bridges upon our soil, and give to its...