FOREIGN CORPORATIONS "LIMITATION EIGHT. A state cannot re fuse admission to any corporation created by the United States." Perhaps this limitation is based upon Limitation Two. There has always been some question as to whether or not Con gress could incorporate any corporation except such as was engaged in interstate commerce. Of course, if Congress has no power to create any certain corporation, the attempt to do so would not create a corpo ration that any state was obliged to admit The case of Pembina v. Penn further announced : "LIMITATION NINE. A state cannot re fuse admission to a corporation in the em ploy of the United States." This limitation would be illustrated in a case, for instance, in which a Chicago cor poration went to Nebraska to build a gov ernment court-house, or a Missouri corpora tion contracted to carry the mail in Colorado. It is obviously proper that the United States should have a right to contract with any corporation to do any government work, and having so contracted the state should not prohibit the entrance of the foreign corporation. In 1898 the case of Blake v. McClung was decided (172 U. S. 239), and in it the court announced: "LIMITATION TEN. Such power cannot be inserted with the effect of defeating or im pairing rights secured to citizens of the sev eral states by the Supreme law of the land." In the discussion of this case the court says that the prohibition of the Fourteenth Amendment refer to all the instrumentali ties of the state, to its legislative, executive, and judicial authorities. And the decision sets forth clearly that states do not derive the right from the Constitution of the United, States to exclude foreign corpora tions, and that as the state does not thence derive its right the state is limited by the United States Constitution. Limitation Ten is in furtherance of Limitation One hereto
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fore given, and, in this case of Blake v. McClung, the court reiterates the expression contained in the 18 Howard case heretofore cited (Limitation Four) that the burden must not violate "the principle of natural justice which forbids condemnation without opportunity for defense." To the foregoing extent the doctrine of Paul v. Virginia has been diminished; and if the later expression of the United States Supreme Court, as regards Limitation Four, has any deliberate meaning it must be that no state can, without just cause or without good reason, exclude the corporations of another state. That is to say, if a foreign corporation is not engaged in some business that contravenes the public policy of the other state, such corporation would have a right under the comity of states to be ad mitted; otherwise not. As for illustration: In Kansas there is a prohibition law, and no corporation can be formed under the state law for the purpose of distilling whisky, but such a corporation can be incorporated in Kentucky. Obviously the state of Kan sas could pass a law preventing the Ken tucky corporation, or any distilling corpora tion, from doing business in Kansas. There fore, the rule would seem to be that if a foreign corporation was organized for a pur pose that contravened the policy of a state, the state would not be obliged to admit the foreign corporation, and courts would not lightly disregard the object or motives of the public policy. But if the objects and motives of the state were unreasonable and the purposes and objects of the corporation were unquestionably proper, the foreign cor poration might move into the state, and, by complying or offering to comply with all proper requirements, might do business therein. It is not certain that Limitation Four, although fortified by the decision of Blake v. McClung, goes so far or means so much. Perhaps it ought not to mean so much. TOPEKA, KANSAS, November, 1905.
