not be regarded as decisive or of any efficacy in the state of Maryland, because the corporations created by the laws of that state would still be in existence.

If the company reincorporated in Maryland should, after the forfeiture in Connecticut, recover a judgment against individuals of the company in an action at law, the courts in the state of Connecticut would be compelled to give effect to it, though the cause of action on which that judgment was recovered might be the subject of a bill in equity, pending between the same parties in the latter state, after forfeiture.

If, however, the surrender or forfeiture of the franchise in Connecticut would be regarded as a dissolution of the corporation created by the statute of Maryland, the rights of the corporation are indeed held by a remarkable tenure. It cannot exist unless its capacity is sustained by another and distinct sovereignty. As a corporation of the state of Maryland, neither can rights be granted to it, nor duties imposed, nor in that capacity is it capable of contracting, but it is wholly dependent upon the laws of a foreign sovereignty. Since such is the character of the quasi corporation liable to be subverted by its dissolution in the states where originally created, the act which professes to confer a franchise on a foreign corporation can be regarded as having no other effect, than the recognition of a franchise existing abroad, and as an authority to the foreign corporation to act as such within the state. It is a declaration of the rule of comity, by which a corporation constituted in one country is admitted in that capacity, to act in another.

This act also in effect provides, that the company whose franchises are thus recognised shall be within the jurisdiction of the state of Maryland, in the same manner as if a corporation of that state, and it is provided that process shall be served upon an officer or agent of the corporations, which shall be as effectual as if the corporation were within the state.

But notwithstanding the provisions of the law, we conceive there is a wide difference between corporations within which are recognised as merely doing

the state, and those business in the state. jurisdiction, and the courts directly.

In the one case the state has actual means of enforcing the process of its The courts of the state may pass upon the rights of the corporation, and their decrees operate proprio vigore. They may dispose of its property, displace corporators, retake the franchise, and even dissolve the corporation itself. In the other there is no actual jurisdiction, and no means of enforcing the process or the judgment of the court, without resorting to the tribunals of the state where the corporation exists, as in the case in question, where though judgment was recovered on a constructive service of process, resort was had to another jurisdiction to carry it into effect.

It is always provided by law that mesne process shall be served upon corporations, by actual notice to some officer of the corporation, and this is deemed sufficient notice to the corporation as such; but the corporation is within the jurisdiction. The foreign corporation however which in this case was subjected to constructive service of process was beyond the jurisdiction.

It may well be presumed, that a corporation within the jurisdiction had notice of service of process on one of its officers, but actual notice to every member of a foreign corporation of the pendency of a suit would not bring it within the jurisdiction, and therefore services on an agent could have no such effect.

The object of the law is to make the proceedings at law effectual against individuals in another state, in their capacity as a corporation, who are in no sense within the jurisdiction, as if they were within the state, and subject to the process of its courts; for the act in effect provides, that an action shall proceed to judgment against individuals who

are in a foreign jurisdiction, and who have had no notice according to the rules of law, of the pendency of a suit.

A mere enactment, that a corporation in another state shall have franchises, and be regarded for all remedial purposes as within the state is in effect a statutory provision, that process of law shall be brought against a foreign corporation without notice.

If we regard simply the incidents of the statute, it is perceived that its only object is to confer jurisdiction. The grant of franchises is only a fiction of law. The franchise or liberty is the liberty of being within a foreign jurisdiction; the privilege is the privilege of being sued without notice.

The learned judge is of opinion, that if a corporation consents to transact business within the state after the enactment of the law, it must be bound by its provisions, but no consent thus implied could deprive any individual of his right to a fair administration of justice. He could not be subjected to a trial of which he had no notice, and where he had no opportunity for defence, by any consent implied from transacting business within a jurisdiction, where the ordinary incidents of a just trial were denied by law.

Suppose the statute had provided, that every partnership existing in another state should be invested with franchises, and that the individuals who composed it should, as partners, be subjected to the liability of being sued by service of process on an agent, a judgment against the partnership, by a court which had no jurisdiction of their persons, would be regarded as a mere nullity. No consent to the jurisdiction could be inferred from the fact that the partnership had transacted business within the state, after the passage of the law. If the provisions of the law were repugnant to common right, the law itself would be void.

A corporation established by the laws of one state may be excluded from the comity which is presumed to be extended to foreign corporations, and it may be prohibited

Condi

from making any contracts within another state. tions, it would seem, may be imposed upon such corporations. But conditions which are repugnant to common right, or which subject the members of corporations in their corporate capacity to terms inconsistent with the constitution of the state, or of the United States, would be merely void.

Mr. Justice Thompson expresses the opinion, that corporations are not within the provisions of the constitution of the United States, which secures uniformity and equality of rights and privileges to the citizens of each state throughout the United States; and, undoubtedly, if members of corporations as such were embraced in this provision, they would have greater rights than other citizens, because they are exempted from certain liabilities. But if on principles of comity, corporations are permitted to transact business in states where they were not incorporated, the members thereof cannot be deprived of their immunities, or of an equality of personal rights, by way of compensation for the enjoyment of a right not secured by the constitution.

They cannot be deprived of the right of trial by jury, or subjected to principles or rules of construction unknown to the law, nor be bound to submit to a jurisdiction by which they are not embraced, nor can they be subjected by provision of law to trial without notice, and if judgment should be recovered in disregard of these fundamental maxims, it would be the imperative duty of the court, whose aid was sought to carry it into effect, to regard it as a nullity.

S. F. D.

ARTICLE VI.-CURWEN'S JOURNAL AND LETTERS.

Journal and Letters of the late Samuel Curwen, Judge of Admiralty, &c., an American Refugee in England, from 1775 to 1784. Comprising remarks on the prominent men and measures of that period, to which are added Biographical Notices of many American Loyalists and other eminent persons. By GEORGE ATKINSON WARD. New York, C. S. FRANCIS; Boston, J. H. FRANCIS, 1842.

THIS is not a law book, and yet the period of our history to which it relates, as well as the persons of whom it speaks, have so much connexion with the changes in the form of our government at the revolution, and the administration of justice in the provincial courts, that a brief notice of it may not be deemed altogether foreign from the objects of this magazine.

The principal part of the work is made up of the private journal and letters of one of the American refugees, written while in England, between the years 1775 and 1784. The remainder of the volume consists of a brief memoir of the writer of the journal, and brief notices of many of the refugees who left the country at the commencement of the revolution, and of several other distinguished men of that period.

Beyond a mere narrative of what occurred to the writer, the journal and letters have little to interest the general reader. We have from it little of the character of those who came under his observation while he remained in England, and his remarks upon the political condition of that country as well as upon its cities, towns, and natural scenery which he visited, are little more than common-place. And yet it is not devoid of interest, for it lets the reader into the feelings of a kind-hearted, intelligent old gentleman