The suit was brought by members of a religious society in Nashville, Tennessee, known as Grace Church, citizens of States other than Tennessee, against the pastor and elders of another religious society calling itself Grace Cumberland Presbyterian Church, and also against three individuals described as trustees, who hold the legal title to certain land and a house of worship, all the defendants being citizens of Tennessee. The controversy grew out of the proceedings to consolidate the Cumberland Presbyterian Church with the Presbyterian Church in the United States of America. It was alleged in the bill that the union had been legally effected, and the complainants sought decree that the church property be declared to be held in trust for the congregation which adhered to the alleged united body.

The defendants, other than the trustees, filed a plea to the jurisdiction, alleging that the trustees, "who are alleged to hold the legal title of the property described and involved, are indispensable parties complainant, and yet, as these defendants aver, those persons are improperly and collusively joined as defendants for the purpose of creating a case cognizable in this honorable court;" and it was also asserted that parties had been improperly and collusively omitted for the same purpose. The court dismissed the bill, and in its certificate states that the dismissal was upon the ground that the three defendants, trustees, were not antagonistic to the complainants, and should be aligned upon the same side of the controversy; and, therefore, as some of the complainants and some of the defendants were citizens of the same State, the court was without jurisdiction.

The case is not to be distinguished from Helm v. Zarecor, 222 U. S. 32. There the controversy arising from the same proceedings, having in view the union of the two religious bodies, related to the property and management of an incorporated committee of publication, or publishing

agency, known as the Board of Publication of the Cumberland Presbyterian Church. It was held that to align the corporation itself with the complainants was virtually to decide the merits in their favor; that the corporation was simply a title holder-an instrumentality, the mastery of which was in dispute; and that it was properly made a party defendant.

As, in that case, the controversy embraced the fundamental question of the rights of the religious associations, said to be represented by the respective parties, to control the corporate agency and to have the benefit in their denominational work of the corporate property, so here the controversy is with respect to the control of the church property which the three trustees hold in trust. These trustees were not indispensable parties complainant as alleged in the plea, and, as mere title holders, they were properly made parties defendant. The court erred in aligning them with the complainants.

Decree reversed.

CONVERSE, RECEIVER, v. HAMILTON.
SAME v. MCCAULEY.

ERROR TO THE SUPREME COURT OF THE STATE OF

WISCONSIN.

Nos. 42, 43. Argued November 7, 1911.-Decided April 1, 1912.

This court looks to the constitution and statutes of a State and the decisions of its courts to determine the nature, extent, and method of enforcing the liability of stockholders of a corporation of that State. The provisions of the Minnesota constitution imposing double liability on stockholders of corporations other than those carrying on manufacturing or mechanical business is self-executing, and under it each

stockholder becomes liable for the debts of the corporation in amount measured by the par value of his stock.

The liability of stockholders under the Minnesota constitution is not to the corporation but to the creditors collectively; is not penal but contractual; not joint, but several; and the means of its enforcement are subject to legislative regulation.

Under § 272 of the Laws of Minnesota, the receiver of a corporation, the stockholders whereof are subject to double liability, is invested with authority to sue for and collect the amount of the assessment established in the sequestration suit provided by the statute. A receiver to collect the double liability of stockholders of a Minnesota corporation is more than a mere chancery receiver; he is a quasiassignee, invested with the rights of creditors, and he may enforce the same in any court of competent jurisdiction.

As the statute of Minnesota providing for determining whether stockholders of a corporation of that State are subject to statutory double liability does not preclude a stockholder from showing that he is not a stockholder or from setting up any defense personal to himself, it is not unconstitutional as denying due process of law, but is a reasonable regulation, and the jurisdiction of the court is sustained by the relation of the stockholder to the corporation and his contractual obligation in respect to its debts.

While an ordinary chancery receiver cannot exercise his powers in jurisdictions other than that of the court appointing him, except by comity, one who is a quasi-assignee and invested with the rights of his cestuis que trustent may sue in other jurisdictions, and his right so to do is protected by the full faith and credit clause of the Federal Constitution.

While there are certain well-recognized exceptions to the full faith and credit clause, especially in regard to the enforcement of penal statutes, the right of a receiver of a Minnesota corporation to sue in the courts of another State to recover the double liability imposed on the stockholders is within the rule, and the courts of the latter State are bound to give full faith and credit to the laws of Minnesota and the judicial proceedings upon which the receiver's title, authority and right to relief are grounded.

136 Wisconsin, 589, reversed.

THE facts, which involve the recognition to be given, under the full faith and credit clause of the Federal Constitution, in the courts of a State of a receiver appointed by the courts of another State and the right of such re

224 U. S.

Argument for Plaintiff in Error.

ceiver to enforce double liability against the stockholders in the former State, are stated in the opinion.

Mr. C. A. Severance, with whom Mr. Burr W. Jones, Mr. E. J. B. Schubring, Mr. Frank B. Kellogg and Mr. Robert E. Olds were on the brief, for plaintiff in error:

It was held by the Supreme Court of Minnesota that the manufacturing company was not exclusively a manufacturing or mechanical corporation, and hence the stockholders are liable. Merchants' National Bank v. Minnesota Thresher M. Co., 90 Minnesota, 144; Bernheimer v. Converse, 206 U. S. 516, 524.

The plaintiff receiver under chapter 272 of the General Laws of Minnesota for 1899, and §§ 3184 to 3190, inclusive, of the Revised Laws of 1905, is a representative of the corporation and of its creditors, and has title to the assessments sued upon and is authorized to enforce such assessments by proper proceedings either in that State or elsewhere. Bernheimer v. Converse, 206 U. S. 516; Converse v. Ayer (Mass.), 84 N. E. Rep. 98.

Prior to the enactment of chapter 272, the receiver did not have such title, being nothing but the ordinary chancery receiver, and hence he could not maintain an action to recover stockholders' liability outside the State of Minnesota. Finney v. Guy, 189 U. S. 335; Hale v. Allinson, 188 U. S. 56; Finney v. Guy, 106 Wisconsin, 256.

Chapter 272 and §§ 3184 to 3190, Revised Laws of 1905, merely changed and enlarged the remedy for the enforcement of stockholders' liability, and did not change the substantive right, and hence the said laws are constitutional. Bernheimer v. Converse, 206 U. S. 516; Converse v. Ayer (Mass.), 84 N. E. Rep. 98; Straw & Ellsworth v. Kilbourne Co., 80 Minnesota, 125; London & Northwest American Mortgage Co. v. St. Paul Park Improvement Co., 84 Minnesota, 144.

The judgment at law against the thresher company in

Argument for Plaintiff in Error.

224 U. S.

the state court of Minnesota and the decree in the subsequent suit based thereon, by which decree the receiver was appointed, cannot be collaterally attacked. Cases supra and Mutual Life Ins. Co. v. Phoenix Ins. Co., 108 Michigan, 170; Bank v. Lawrence, 117 Michigan, 669; Hinckley v. Kettle River Co., 80 Minnesota, 32; Parker v. Stoughton Mill Co., 91 Wisconsin, 181.

Chapter 272 and §§ 3184 to 3190, both declare that assessments levied pursuant to their provisions, which the demurrer admits were followed in this case, are conclusive upon stockholders wherever they may be. Straw v. Kilbourne Co., 80 Minnesota, 125, 136; The Bernheimer Case, supra; Converse v. Ayer, 84 N. E. Rep. 100.

Under Bernheimer v. Converse and other cases decided by this court, full faith and credit must be given in all courts to the interlocutory decrees of the District Court of Washington County, Minnesota, levying the assessments in question. Hawkins v. Glenn, 131 U. S. 319; Hancock Nat'l Bank v. Farnum, 176 U. S. 640, and cases therein cited.

There is no question of comity in this case as in Finney v. Guy, 106 Wisconsin, 256; S. C., 189 U. S. 335; Hale v. Allinson, 188 U. S. 56.

In Hunt v. Whewell, 122 Wisconsin, 33, the Wisconsin court erred in holding that the questions were settled by Finney v. Guy, and so the decision is contrary to Bernheimer v. Converse.

In the case at bar the question is as to the credit and effect given in the courts of Minnesota in a like action to an assessment there ordered by interlocutory decrees such as those attached to the complaint. An approval of the position of the Supreme Court of Wisconsin in this case would be a distinct disavowal of Hancock Bank v. Farnum, and the decisions in many other cases in which the constitutional provision requiring full faith and credit to be given to judicial proceedings of sister States, has been