Page:Harvard Law Review Volume 9.djvu/125

OWNERSHIP BY FOREIGN CORPORATIONS. .97 put by Mr. Justice Field,^ " if the policy of the State does not per- mit the business of the foreign corporation in its limits, or allow the corporation to acquire or hold real property, it must be ex- pressed in some affirmative way; it cannot be inferred from the fact that its legislature has made no provision for the formation of similar corporations, or allows corporations, to be formed only by general law. " The question presented in the case, from which this quotation is made, was as to the right of a Pennsylvania land company to acquire and hold lands in the Territory of Colorado. By the Act of Congress then in force, the legislatures of the several Territo- ries in the country were prohibited from granting private charters, and were only authorized to create by general law corporations for mining, manufacturing, and other industrial pursuits. The con- tention was that Congress intended to prevent the creation of corporations like this one of Pennsylvania, as the extensive powers granted to it tended to monopolize landed estates for purposes of speculation, and thereby injure the agricultural, mining, and man- ufacturing interests of the country; and if a domestic corporation could not be created with such powers for reasons of public policy, a foreign corporation could not for like reasons be permitted to exercise them in the Territory. The court disposed of this con- tention by holding that such a policy was not deducible from the legislation upon the subject, and referred to the fact that telegraph companies did business in the Territories before any law was passed there authorizing the formation of such companies.^ There may, however, be some circumstance in connection with the absence of legislation in a State authorizing the formation of 1 Cowell V. Springs Co., lOO U. S. 55. 2 An instance may be cited where a failure to appreciate or apply the doctrine of this case led to an erroneous conclusion. Revised Statutes of Illinois, 1874, ch. 32, § 26, provides that foreign corporations doing business in the State shall be subject to all the liabilities, restrictions and duties that are or may be imposed upon corporations of like character organized under the laws of the State, and shall have no other or greater powers. In United States Mortgage Co. v. Gross, 93 111. 483, it was held that § i of the chapter in question, setting forth that " corporations may be formed in the manner provided in this act for any lawful purpose except banking, insurance, real estate brokerage, the operation of railroads and the business of loaning money ; " taken in connection with § 26 of the statute and the rule against perpetuities, operates to exclude foreign corpora- tions from loaning money in the State. This decision was overruled in Stevens v. Pratt, loi 111. 206, the obvious fact being recognized that the language used in § i, "Corpora- tions may be formed in the manner provided in this act, for any lawful purpose," etc., does not exclude corporations formed under some other act.