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224 U.S.

Argument for Defendant in Error.

under consideration. It would mean that the right to recover in an action based upon such judicial proceedings would be determined not by the Constitution but by the whim or caprice of the courts of the State where the suit was brought. The law of this case is well stated in the dissenting opinion below of Mr. Justice Timlin.

Mr. Charles E. Buell, with whom Mr. John B. Sanborn and Mr. Chauncey E. Blake were on the brief, for defendant in error:

The question of "full faith and credit” is not involved in this case.

An assessment made by the court upon the stock of an insolvent Minnesota corporation and upon the stockholders thereof in an action to sequester the assets of the corporation is not such a judgment against the stockholders as to come within the full faith and credit clause of the Federal Constitution. Hale v. Allinson, 188 U. S. 56.

The corporation is not the representative of the stockholder in the sense that it can represent him in making an assessment upon his stock, so as to establish a personal liability. Hale v. Allinson, supra; Hanson v. Davison, 73 Minnesota, 454; Willus v. Mann, 91 Minnesota, 494; Lageman v. Casserly, 107 Minnesota, 491; Finney v. Guy, 106 Wisconsin, 256; Danforth v. Chemical Co., 68 Minnesota, 308; Schrader v. Manufacturers' Bank, 133 U. S. 67.

It has always been the law of Wisconsin, and was always the law of Minnesota until the enactment of chapter 272, Laws of 1899, that upon the insolvency of a corporation whose stockholders were subject to a double liability the only remedy the creditors had to enforce that liability was by an action brought by all the creditors or by one or more creditors on behalf of all against the corporation and all of the stockholders to wind up the corporation, sequester its assets and enforce the double liability of the

Argument for Defendant in Error.

224 U.S.

stockholders and that the judgment as to such double liability bound only such of the stockholders as could be personally served with process within the jurisdiction of the court or should voluntarily appear in the action and that no other action could be brought to enforce such liability either in the State in which the insolvent corporation was located or elsewhere. In re Martin's Estate, 56 Minnesota, 420; Allen v. Walsh, 25 Minnesota, 543; MerchantsBank v. Bailey Mfg. Co., 34 Minnesota, 323; Minneapolis Base Ball Co. v. City Bank, 66 Minnesota, 441; Hanson v. Davison, 73 Minnesota, 454; Coleman v. White, 14 Wisconsin, 700;. Cleveland v. Marine Bank, 17 Wisconsin, 545; Merchants' Bank v. Chandler, 19 Wisconsin, 434; Terry v. Chandler, 23 Wisconsin, 456; Hurlbut v. Marshall, 62 Wisconsin, 590; Gianella v. Biglow, 96 Wisconsin, 185; Booth v. Dear, 96 Wisconsin, 516; Gager v. Marsden, 101 Wisconsin, 598; Foster v. Posson, 105 Wisconsin, 99; Finney v. Guy, 106 Wisconsin, 256; Eau Claire Nat. Bank v. Benson, 106 Wisconsin, 624; Hunt v. Whewell, 122 Wisconsin, 33; Hale v. Allinson, 188 U. S. 56; Finney v. Guy, 189 U. S. 335.

Chapter 272, Laws of Minnesota for the year 1899, and the anzendments thereto have not changed the legal aspect of this case.

Whether or not a right exists depends on the law of the State where it was created; the remedy for enforcing such right depends upon the law of the forum where it is sought to be enforced. Herrick v. Minneapolis & St. Louis Ry. Co., 31 Minnesota, 11; Northern Pacific Railroad v. Babcock, 154 U. S. 190, 197; Marshall v. Sherman, 148 N. Y. 9; Leucke v. Treadway, 45 Mo. App. 507.

A receiver has no extraterritorial jurisdiction or power of official action and is not entitled, as matter of right, to sue in a foreign jurisdiction; and the refusal of another State to entertain such suit does not amount to failure to give full faith and credit to the laws and judgments of the

224 U.S.

Argument for Defendant in Error.

State of appointment within the meaning of the Federal Constitution. High on Receivers, $ 239; Booth v. Clark, 17 How. 322; Filkins v. Nunnemacher, 81 Wisconsin, 91; Farmers' & Merchants' Ins. Co. v. Needles, 52 Missouri, 17; Brigham v. Luddington, 12 Blatchf. 237; Hagard v. Durant, 10 Fed. Rep. 471..

The statutes of a State have no extraterritorial force. A foreign receiver cannot, as matter of right, maintain an action outside of the State of his appointment. He is often permitted through comity, or the courtesy of a sister State, to maintain an action therein; but never where the courts of such sister State have declared the maintenance of such action to be against the public policy of that State or that the rights of its citizens would be thereby jeopardized or impaired. High on Receivers, § 241; Comstock v. Frederickson, 51 Minnesota, 350; Mercantile Bank v. MacFarlane, 71 Minnesota, 497; Hanson v. Davison, 73 Minnesota, 454 (455); Herrick v. Minneapolis & St. Louis Ry. Co., 31 Minnesota, 11; New Haven Nail Co. v. Linden Spring Co., 142 Massachusetts, 349; Post & Co. v. Toledo &c. R. R. Co., 144 Massachusetts, 345; Higgins v. Central N. E. R. R., 155 Massachusetts, 176; Howarth v. Lombard, 175 Massachusetts, 570; Smith v. Mutual Life Ins. Co., 96 Massachusetts, 336; Rice v. Hosiery Co., 56 N. H. 114, 127; Nimick & Co. v. Mingo Iron Works Co., 25 W. Va. 184; Rover on Interstate Law, 167, 226; Foster v. Glazener, 27 Alabama, 391; Stevens v. Brown, 20 W. Va. 450 (460, 461); Gilman v. Ketchum, 84 Wisconsin, 60; Sobemheimer v. Wheeler, 45 N. J. Eq. 614; Disconto Gesellschaft v. Umbreit, 127 Wisconsin, 651; Bagby v. A. M. &0. R. Co., 86 Pa. St. 291; Falk v. Jones, 49 N. J. Eq. 484; Finney v. Guy, 189 U. S. 335 (345).

Whether or not a complaint in a state court states a cause of action, no Federal question being involved, is exclusively for the state court to determine. Finney Case, 189 U. S. 335; Johnson v New York Life Ins. Co., 187

Argument for Defendant in Error.

224 U.S.

U. S. 491, 496; Allen v. Alleghany Co., 196 U. S. 458; Kirtley v. Holmes, 46 C. C. A. 102; 107 Fed. Rep. 1; Lewis v. Clark, 64 C. C. A. 138; 129 Fed. Rep. 570; Rogers v. Riley, 80 Fed. Rep. 759; Burr v. Smith, 113 Fed. Rep. 858.

The validity of chapter 272, Laws of Minnesota for 1899, and the amendments thereto are not drawn in question in this case; hence no Federal question is raised.

Where a case turns upon the construction and not upon the validity of statute of another State it does not necessarily involve a Federal question. Finney v. Guy, 189 U. S. 335, 340; Johnson v. New York Life Ins. Co., 187 U. S. 491, 496; Allen v. Alleghany Co., 196 U. S. 463; Lloyd v. Matthews, 155 U. S. 222; Banholzer y. New York Life Ins. Co., 178 U. S. 402; Johnson v. New York Life Ins. Co., 187 U. S. 491.

Upon demurrer to a complaint alleging the law of another State the defendant is not concluded by such allegations; the court will examine the statutes and decisions of such State and determine for itself whether the law is as pleaded. Finney v. Guy, 189 U. S. 335 (343, 344); Knickerbocker Trust Co. v. Iselin, 185 N. Y. 54 (58).

There is nothing in any of the cases arising under the amended Minnesota statute and decided by this court since the amendment to the Minnesota law in conflict with the decision of the Wisconsin court in Hunt v. Whewell.

In First National Bank of Ottawa v. Converse, 200 U. S. 425; Bernheimer v. Converse, 206 U. S. 516; Converse v. First National Bank of Suffield, 212 U. S. 565, and Converse v. Stewart, 218 U. S. 666, no question was raised as to whether the action was against the public policy of the State where brought or whether a remedy was provided by the Minnesota law different from that of the lex fori, and which remedy was denied the citizens of the State where such action was brought, or whether this court

224 U. 8.

Opinion of the Court.

would compel a state court to entertain such action against its solemn declaration that by so doing it would subject its citizens to great and manifold injustice and hardship. Howarth v. Angle, 162 N. Y. 179; Post & Co. v. Toledo, Cincinnati & St. Louis Railroad, 144 Massachusetts, 341; Howarth v. Lombard, 175 Massachusetts, 570; Hancock National Bank v. Farnum, 176 U. S. 640, distinguished. No case holds that the failure of a state court to permit such action to be brought is a violation of the “full faith and credit" clause of the Federal Constitution. The cases cited several of which are from the Minnesota court and all from courts of the highest standing—uniformly hold that such receiver cannot maintain such action as a strict right, but only when the public policy of the sister State will permit.

MR. JUSTICE VAN DEVANTER delivered the opinion of the court.

These were actions at law, brought in the Circuit Court of Dane County, Wisconsin, by a receiver of an insolvent Minnesota corporation, the Minnesota Thresher Manufacturing Company, to enforce an asserted double liability of two of its stockholders. The facts stated in the complaints, which were substantially alike, were these: A judgment creditor, upon whose judgment an execution had been issued and returned nulla bona, commenced a suit against the company in the District Court of Washington County, Minnesota, for the sequestration of its property and effects and for the appointment of a receiver of the same. The company appeared in the suit, a receiver was appointed, and such further proceedings were had therein, conformably to the statutes of the State, as resulted in the appearance of the creditors of the company, in the presentation and adjudication of their claims aggregating many thousands of dollars, in an ascertainment of

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