FOREIGN CORPORATIONS
699
LIMITATIONS UPON THE POWER OF ONE STATE TO EXCLUDE THE CORPORATIONS OF ANOTHER HON. EUGENE F. WARE THE Fourteenth Amendment to the the court made no limitations and took no Constitution of the United States was notice of the case of Insurance Company v. officially promulgated by the Secretary of French (18 Howard, 404, decided in 1855), State July 28, 1868. At that time the very where the following is found (407): "A corporation created by Indiana can celebrated case of Paul v. Virginia (8 Wall. 1 68) was pending. The case was decided transact business in Ohio only with the (December, 1868) before the Fourteenth consent, express or implied, of the latter Amendment had been developed by discus state (13 Pet. 519). This consent may be accompanied by such conditions as Ohio may sion and long before the novel interpreta tion had been made of it giving us "a new think fit to impose; and these conditions Magna Charta," as some authors very justly must be deemed valid and effectual by other phrase it. As matters then stood the Su states, and by this court, prmrided they are not repugnant to the constitution or law)s preme Court decided that, "Corporations are not citizens within the of the United States, or inconsistent with meaning of the first of these clauses (Section those rules of public law which secure the 2, Art. 4). They are creatures of local law, jurisdiction and authority of each state and have not even an absolute right of from encroachment by all others, or that recognition in other states, but depend for principle of natural justice which forbids that and for the enforcement of their con condemnation without opportunity for de tracts upon the assent of those states, which fense." Therefore, in the foregoing, there were may be given accordingly on such terms as four limitations placed upon the power of they please." (Syllabus.) Thus the court in the case of Paul v. a state to exclude foreign corporations : Virginia went to the furthest extreme in "LIMITATION ONE. The burden of ad recognizing the power of the states, and mission must not be repugnant to the consti perhaps a brief citation from the opinion tution of the United States." ought to be given to illustrate it. On page As to this limitation, there can be no 181 is the following: question of its propriety, and this is further "Having no absolute right of recognition exemplified by decisions hereinafter given: in other states, but depending for such recog "LIMITATION Two. The burden of admis nition and the enforcement of its contracts sion must not be repugnant to the laws of the upon their assent, it follows, as a matter United States." of course, that such assent may be granted This limitation is not clear, and it needs upon such terms and conditions as those considerable restriction; otherwise, taken in states may think proper to impose. They its full force, it would mean that Congress may exclude the foreign corporation entirely; could enact such laws as it pleased, compell they may restrict its business to particular ing one state to admit any corporation from localities, or they may exact such security any other states. Limitation Two may be for the performance of its contracts with correct, if taken into consideration with their citizens as in their judgment will best Limitation Eight, hereinafter given. promote the public interest. The whole "LIMITATION THREE. The burden must matter rests in their discretion." not be inconsistent with those rules of public In deciding the case of Paul v. Virginia, law which secure the jurisdiction and author
