ble to the situation in this case is the sev-, Many corporations in this state, foreign and enth; that this is the only one that contem- domestic, have property and branch offices in plates the contingency of there being several many parts of the state. We do not think defendants in an action whose residences may it has been the understanding of the profes be in different counties of the state. Then sion that such facts made the location of the it is argued that, since this subdivision gov-office or the property the proper place of erns, the residence of the corporation fixed trial for transitory actions. the place of trial, and numerous authorities A rule that actions against corporations are cited to the proposition that the residence are triable in any county where they may of a foreign corporation is where the princi- have property would lead to much uncertainpal office is located. ty and confusion. It is true that in this case the plant is operated, and most of the tangible property is located in Dodge county, but the rule should be general in its application, and not affected by the amount of property in the respective counties. Subdivision 7 does not specifically include corporations, foreign or domestic. It evidently relates to a large class of transitory actions not enumerated in the other subdivisions. Counsel for petitioners argue that subdi- There is force in the argument that, in orvision 6 cannot include foreign corporations der to give full effect to the words "The counbecause they are not "existing under the law ty in which it is situated," it should be held of this state." Of course a foreign corpora- that Dodge county was a proper place for tion is created and exists in the state where trial. This clause is followed by the words it received its charter. But can it be said "or has its principal office or place of busithat it exists nowhere else? The first defini-ness." Counsel for defendants in this protion of the word "exist" in the Century Dic- ceeding have cited Spratley v. Railway Co., tionary is "To have actual being of any kind." It is not uncommon practice for corporations to be incorporated under the laws of some state which are deemed favorable, and to conduct substantially their entire business in some other distant state. The corporation could not have legally carried on business in Wisconsin until it complied with our statute regulating the admission of foreign corporations to do business in this state. After such compliance, it became a corporation existing under the law of this state. In the various subdivisions of the statute there is no mention of foreign corporations unless they are included in the words "of an action against any other corporation existing under the law of this state." It is our view that this language includes domestic corporations not otherwise designated in this statute and foreign corporations as well. [2] It is argued by counsel for defendant in this proceeding that, since the manufacturing plant of the corporation is located and operated in Dodge county, that is the county in which the corporation is situated, and the proper place for trial, notwithstanding the principal office or place of business is in Milwaukee. 77 Ark. 412, 95 S. W. 776, where it was held, construing quite similar language, that, for the purpose of service under the statute, a corporation is situated where it has its principal office or place of business, that the qualifying term "principal" precluded the idea of there being more than one office or place of business where the corporation might be served, and that a different construction would change the meaning of the word. But on rehearing it was held that this construction of the statute was not correct, and that the situation of the corporation and its principal office might be in dfferent places, and that suit might be maintained in either county. A majority of this court are of the opinion that the former decision of the Arkansas court was correct, and the proper place of trial of the present action is the county where the corporation has its principal office or the county in which the cause of action of some part thereof arose. [3] It is a familiar rule of construction that the words "or" and "and" are often used incorrectly, and that, where a strict reading would render the sense dubious, one may be I read in place of the other, in deference to the meaning of the context. Menominee River Com. v. Spies Com., 147 Wis. 559, 132 N. W. 1118; State ex rel. Rich v. Steiner, 160 Wis. 175, 151 N. W. 256; 2 Lewis' Sutherland's Statutes, § 397. In actions against railroads, the statute provides that a proper place of trial is the county in which plaintiff resides, if the road extends into such county, or the county in which the cause of action arose, and, if the road does not extend into either such county, It is our conclusion that the words, "the the action may be commenced in any county county in which it is situated or has its prininto which the road does extend. The Leg- cipal office or place of business" means the islature might have enacted, that actions principal office of the corporation. It is there against corporations in general might be tried that the books and records of the corporation in any county in which the same has prop- | are supposed to be kept and there its princierty, or indeed in any county of the state, pal officers are supposed to attend to the afbut this has not been the legislative policy. fairs of the company. In the absence of stat * proper [ behalf of the corporation to redress a wrong This section does not specifically mention the service of process and the place of trial, but supports the view that foreign corporations should have no better right to changes of venue than domestic corporations. "Powers and Rights Limited to Those of Domestic Corporations. ** All foreign corporations and the officers and agents thereof doing business in this state, shall be sub[6] The question whether any part of the jected to all the liabilities and restrictions that cause of action in this cause of action arose are, or may be imposed upon [like] corpora-in Dodge county is not free from difficulty. tions, * * * organized under the laws of It is alleged that fraudulent representations this state, and shall have no other or greater were made in Dodge county by canvassers powers." procuring subscriptions to a large amount of stock whereby large sums were diverted from the corporation. It is not stated that all of the subscriptions were obtained in that county, nor where they were paid. No relief is demanded that the sales of stock be set aside. [4] This brings us to the question whether So far as appears, the purchasers the cause of action or any part thereof arose still own the stock, and a claim is made that in Dodge county, where the manufacturing a large amount was wrongfully diverted from plant is located. This is in the nature of an the treasury of the company and converted to equitable action to recover in behalf of the the use of the individual defendants. The corporation moneys converted by its officers, gravamen of the complaint is that the direcas well as moneys lost to the corporation tors and officers had fraudulently laid their by their fraudulent and negligent conduct. plans to enrich themselves at the expense of That such an action may be maintained the company, and by many acts of fraud, as against the officers of a foreign corporation well as by mismanagement and neglect, had succeeded in their plans. sumed, in the absence of allegations to the contrary, that the wrongful acts were planned at the principal place of business of the company in Milwaukee. There would be no difficulty in coming to the conclusion that the main, primary cause of action arose at that place. The more difficult question is whether "some part thereof" arose elsewhere. The language of the statute was construed in Bruil v. Northwestern Mutual Relief Ass'n, 72 Wis. 430, 39 N. W. 529, where it was held that a proper place of trial of an action against a life insurance company was the county in which the insured resided and in which his death occurred. In the opinion Cole, Chief Justice, said: was decided in Ganzer v. Rosenfeld, 153 Wis. 442, 141 N. W. 121. In the opinion in that case it was said by Mr. Chief Justice Winslow: "It is doubtless true that the courts of a state will not assume to dissolve or regulate the internal affairs of a foreign corporation, in other words, they will not exercise visitorial powers over such a corporation; but they may and will, in a proper case, require an accounting and restoration of property and money misappropriated or wasted by unfaithful officers who are within their jurisdiction." It must be as "It seems to us clear that no cause of action arose on this contract until the death of the assured in Iowa county and notice thereof to the defendant. The words, 'cause of action,' as here used, would seem to be synonymous with right of action, and include the act or omission without which there would be no cause of action or right of recovery. 'A cause of action is said to accrue to any person when that person first comes to a right to bring an action."" [5] It is true that the courts of a state will not assume to exercise visitorial powers over a foreign corporation, and, in the absence of statutes, proceedings to forfeit a corporate franchise must be brought in the country or state in which the corporation was created. 12 Ruling Case Law, "Foreign Corporations," § 85. But creditors and stockholders are not without remedy for the fraudulent conduct of directors and officers. "Where all necessary parties are within the jurisdiction, relief may be afforded to stockholders or creditors against fraud or illegality, even though to some extent it may interfere with the internal management of a foreign corporation. Illegal, fraudulent, or ultra vires In Hosley v. Wisconsin Odd Fellows, 86 acts have been restrained, although necessarily Wis. 463, 57 N. W. 48, the principal office this involves an interference with the internal of the life insurance company was in Milmanagement. A foreign corporation may main-waukee. In the opinion by Mr. Justice Winstain an action against former officers and di- low, holding that La Crosse county was a rectors who are resident within the jurisdiction to secure redress for negligent and fraudu- proper place for trial, it was said: lent acts of defendants while officers of the corporation. Where a stockholder may sue on "Of course, the making of the contract, the payment of the premiums, the death of the assured, and the furnishing of the proofs of [7] Defendants' counsel make the claim death, are all essential and vital facts without that the demand for change of venue was not which there would be no cause of action; but sufficient, relying on Anderson v. Arpin H. even with all of these facts no cause of action L. Co., 131 Wis. 34, 110 N. W. 788, where the would be complete until ninety days had passed "In the Anderson case there were two coun after the receipt of proofs without payment. moving party failed to demand in the motion It was the default in payment within the nine-papers that the trial be had within the "propty days which made the cause of action per- er county" as required by the statute. In a fect. Prior to this default an action would later case this court said: have been premature. This default took place in La Crosse county, because by the contract and by-laws of the company the check was to be delivered to the beneficiaries, and, as they were continuously residents of La Crosse, that delivery was to take place in La Crosse county." In State ex rel. Northwestern Mutual Insurance Co. v. Circuit Court, 165 Wis. 387, 162 N. W. 436, it was held that no part of the cause of action on a life insurance policy arose in Waushara county. This was the residence of the assured until his death in Chicago. The notice and proofs of death were drawn in Waushara county and mailed there, and in that county the administrator of the estate of the assured was appointed. It was held that no part of the cause of action arose in Waushara county, and that the was in Milwaukee proper place of trial county. ties to either of which the defendant was entitled by statute to remove the cause for trial. The instant case is of such a nature that the statute gives the defendant the right to remove it to only one county, namely, Winnebago county, named in the demand. Under the facts in the instant case Winnebago county is by statute the proper county, and it would be quite a technicality to hold that the movant must ratify the statute by again declaring in his demand what the statute has already declared. The demand must be held sufficient." Bessie v. Halsey, 148 Wis. 171, 172, 134 N. W. 362. In the present case there was only one county to which the petitioners were entitled to have a removal, and the demand designated Milwaukee county as the proper place of trial, and sufficiently described the location of the principal office and place of business of the corporation. It is adjudged that the peremptory writ of mandamus issue as prayed in the petition; no costs to be taxed. SIEBECKER, C. J., took no part. It will be seen that there may be numerous facts incidental to and leading up to a cause of action and quite necessary to its maintenance which are not a part of it within the meaning of the statute. In the case before us there was a long chain of facts on which the plaintiff relied as showing the misconduct of the directors, and on which he relied in asking for the appointment of a receiver. It would serve no useful purpose for us to attempt to lay down any general rule which should govern in all cases where the construction of this clause of the statute might come in question. The difficulty of such an undertaking is well illustrated in a very interesting and elaborate opinion by Mr. Chief Justice Winslow where the meaning of the terms, "subject of the action" and "trans-remainder over to his issue, or, in default of action" was discussed. McArthur v. Moffet, 143 Wis. 564, 128 N. W. 445, 33 L. R. A. (N. S.) 264. We must be content to pass upon the problem here presented and leave each case to be determined when necessary. We are not disposed to hold that the fact that the property of the corporation was located in Dodge county or that subscriptions for stock were taken there authorize us to decide that a part of the cause of action arose within that county within the meaning of the statute. To so hold might afford a precedent that in suits by stockholders to wind up corporations and distribute the assets, and for the appointment of receivers, any misconduct of an agent in any county of the state would suffice to make that county the place of trial for such an action. In re REEVE'S GUARDIANSHIP. In re Where testator gave son life estate with issue, to testator's residuary legatees, the refrom seeking a cancellation of proceedings in siduary legatees were not barred by laches which they had made a settlement with child claimed by son's surviving widow to be son's issue, on surviving wife's subsequent confession that such child was not son's issue, though residuary legatees had suspected fraud, where surviving wife produced birth certificate and continued to assert such child to be son's issue; legatees' suspicions being insufficient to warrant any reasonable expectation of success in establishing fraud. 2. Limitation of actions 100 (9)-Residuary legatees not barred from canceling settlement with supposed legatee, where action was brought within one year after discovery of 'fraud. Residuary legatees held not barred by limitations under St. 1919, § 4222, subd. 7, from For other cases see same topic and KEY-NUMBER in all Key-Numbered Digests and Indexes (186 N.W.) seeking cancellation of settlement with child pointed a guardian, will order funds in hands who had fraudulently been passed off as legatee, of guardian acquired by ward as heir at law of where fraud perpetrated was not discovered the husband to be given the surviving wife as until one year prior to commencement of the husband's sole heir, nowithstanding the wife action, even though they had previously sus- had perpetrated such fraud, since the guardpected the fraud, without knowledge of the real ianship proceedings are void for want of a facts and without means of ascertaining the ward, making it necessary for court to dispose real facts. of funds in hands of guardian to persons entitled thereto, and since the surviving wife as husband's sole heir is only person entitled 3. Guardian and ward 18-Court, on discovery of fraud in passing off baby as decedent's issue, properly canceled guardian's release of ward's claim to land and refunded amount received. On county court's discovery that child that surviving wife had fraudulently claimed to be the issue of deceased husband, and for whom court had appointed a guardian, was not in fact the husband's child, it was proper for court to cancel proceedings in which guardian had received certain sum in releasing child's claim as the issue of the husband to certain property, and to order guardian to refund amount so received to persons with whom settlement was made, even though such persons had delayed for more than the period of limitations in seeking cancellation of such proceedings and the return of the amount so paid, since the guardianship proceedings were void for want of a ward under St. 1919, § 3962, making it the duty of the court to clear its records of the result of such fraud and to dispose of the fund over which it has control through the guardian, as its de facto officer, to persons entitled thereto. 4. Courts 198-Power of county court over property of deceased person not impaired by lapse of time. The duty and power of the county court, so far as it affects the property of a deceased person, is not impaired by mere lapse of time, so long, at least, as title to real property, under the special statutes regulating that subject, is not questioned or rights of innocent purchasers of real or personal property affected. 5. Courts 202 (5)-Probate court's decree may be annulled when shown to be without foundation in law or in fact. A decree of the probate court may be subsequently annulled when clearly shown to be without foundation in law or in fact; the ju risdiction to grant such relief being exclusively in such probate court rather than in a court of general equity power. 6. Guardian and ward 92-Existence of ward is jurisdictional fact essential to validity of county court's order in guardianship proceedings. The actual existence of a ward is a jurisdictional fact required for the validity of an order in guardianship proceedings in county court, under St. 1919, § 3962. 7. Descent and distribution 50-Surviving wife, as husband's sole heir, given funds in hands of guardian of child she had fraudulently claimed as issue of husband on court's discovery of fraud. thereto. Owen and Rosenberry, JJ., dissenting. Appeal from Winnebago County Court; Fred Beglinger, Judge. In the matter of the guardianship of Lucas T. Reeve. Petition by Mary R. Fraker and another for cancellation of proceedings, in which they paid guardian certain amount for release of ward's claim to interest in certain land and for the refund of amount paid, opposed by George B. Simmons, as guardian, and Charles H. Forward, as guardian ad litem, for Lucas T. Reeve, and petition by Amelia E. Anderson for modification of the final decree and order of distribution in the matter of the estate of George K. Reeve, deceased, and for allowance to her, as the sole heir at law of said decedent, of the amount that had been assigned to Lucas T. Reeve as heir at law. From judgment rendered, Charles H. Forward, guardian ad litem, and Amelia E. Anderson appeal. Af firmed on appeal of the former, and reversed on the appeal of the latter. In 1891 one Thomas T. Reeve, resident of Oshkosh, died, leaving three adult children. In November, 1892, his will was duly probated. It provided, among other things, that a certain piece of real estate in the city of Oshkosh, and designated herein as 161 Main street, should be held in trust for the benefit of his widow during her lifetime (she dying in April, 1905); upon her death a similar trust during the life of his son George K. Reeve; upon the death of the son leaving issue him surviving then outright to such issue; in default of such issue to his residuary legatees, his two daughters. In 1893 the said George K. Reeve married one Amelia E. Johnson. A child was born to them in 1897, which died in 1898. Janu ary 17, 1902, George K. Reeve died intestate, leaving only a piece of real estate described as No. 17 Main street, in said city of Oshkosh. February 1, 1902, his widow, Amelia E. Reeve, made petition for administration of his estate, reciting that he left him surviving as the only heirs his widow and one son, named Lucas T. Reeve, then about four County court, on discovery that surviving months of age. In March letters of adminiswife had perpetrated a fraud in passing off as tration were granted to Mr. John Harringthe issue of deceased husband a baby not in ton. In June, 1906, Amelia E. Reeve makes fact husband's child, for whom court had ap- petition to the county court for Winnebago For other cases see same topic and KEY-NUMBER in all Key-Numbered Digests and Indexes county for the appointment of a guardian ¡ cited above. The guardian made a similar for Lucas T. Reeve, alleged to be then of the age of four years and eight months, and, on the 21st of June, George B. Simmons was appointed and qualified as guardian. application, and, by agreement between the parties concerned, a sale of the interest of the alleged Lucas T. Reeve as heir was then made to the said Mary E. Miller and Mary On August 14, 1906, a final decree was en- R. Fraker for $4,000 and $500 paid by them tered in the estate of George K. Reeve. The in addition thereto to the said guardian as a personal property, being rents from the real settlement for all claims and demands on beproperty amounting to about $280, was as half of said alleged infant for the rents and signed one-third thereof to the widow, Ame-income received by the said Mary E. Miller lia E. Reeve, as her dower interest, the bal- and Mary R. Fraker during their possession ance to George B. Simmons as general guard- of said premises after the death of the ian of said Lucas T. Reeve. The real es- widow of Thomas T. Reeve. Such proceedtate, namely, No. 17 Main street, was as-ings were confirmed in the county court in signed to the said Lucas T. Reeve as minor April, 1908. heir of the deceased, subject to the unassigned dower rights of the said Amelia E. Reeve. Pursuant to applications allowances were made from time to time by the county court, out of the funds in the hands of the guardIn 1907 Caroline E. Fraker, one of the ian, of sums to Amelia E. Reeve as and for daughters of Thomas T. Reeve, died, leaving the support, care, and maintenance of said as her sole heir Mary R. Fraker. In Febru-Lucas T. Reeve; such payments continuing ary, 1908, the daughter, Mary E. Miller, and until the year 1916, at which time there had the granddaughter, Mary R. Fraker, of been so paid to her $1,950. In January, 1914, Thomas T. Reeve commenced an action in the property, No. 17 Main street, left by the circuit court for Winnebago county George K. Reeve, was sold, upon proceedings against Amelia E. Reeve, Lucas T. Reeve, not in any way questioned here so far as and others to quiet plaintiff's title to No. 161 the title to the real estate is concerned, by Main street, devised by the will of Thomas Mr. Simmons, as guardian, for $7,000, out T. Reeve, asserting that they had taken pos- of which sum Amelia E. Reeve was awarded session of said 161 Main street upon the $1,272, which was accepted by her as and death of the widow of Thomas T. Reeve and for her dower interest in said property, and collected the rents therefrom, and also as- the balance thereof remained in the possesserting that the said Amelia E. Reeve had sion of the said guardian. fraudulently pretended and represented that there was in fact a son born to her and the said George K. Reeve in the petitions for administration of the estate of George K. Reeve and the guardianship of said Lucas T. Reeve, as above recited, and alleging that as a matter of fact there was no such child and for that reason there had been no vesting of the title to said 161 Main street, upon the death of the widow of Thomas T. Reeve, in any other than said plaintiffs. It appears that service of such complaint and summons, together with a subpoena and notice of the proposed examination of said Amelia E. Reeve, was made upon her in the city of Oshkosh. She at that time was a nonresident of Wisconsin, and had been such for most of the time since the death of George K. Reeve. The proposed examination appears to have been continued from time to time, but she never was examined in said proceedings and nothing further seems to have been done therein. Negotiations were had between the interested parties, and then application was made by Amelia E. Reeve to the county court for a sale of the interest of Lucas T. Reeve in said 161 Main street, reciting, among other things, that she still claims that Lucas T. Reeve is the issue of said George K. Reeve and his sole heir, that she has no desire to litigate the facts in regard thereto, and is not willing to appear or give evidence in the Some time in 1918, after a consultation by Mrs. Reeve, who in the meantime had married one Frank P, Anderson, with Mr. Louis Reuscher, an attorney at law of Cincinnati, Ohio, it was disclosed to the persons interested that Amelia E. Reeve, now Anderson, now asserts that there had been no such child as Lucas T. Reeve born to her and the said George K. Reeve, and that the infant which she had brought to Oshkosh and presented to Mr. Simmons at the time of the petition for and the appointment of him as guardian of the alleged Lucas T. Reeve in 1906 was, as a matter of fact, one Marshall Beamon, the son of one William Beamon and Laura Beamon, his wife, and whom the said Amelia E. Reeve at the time had procured from an asylum in Chicago, where such child had been left by his parents. Upon learning this, and in December 1919, Mary E. Miller and Mary R. Fraker petitioned the court below to have the proceedings of 1908 upon which they had paid the $4,500 to Mr. Simmons, as guardian, for a release of all claims of the alleged Lucas T. Reeve to 161 Main street, to which, but for the claim of the existence of Lucas T. Reeve as issue of George K. Reeve, they would have absolute title, canceled and held as naught, thereby relieving their title to such property from any cloud thereon by reason of the assertion of the existence of such alleged issue of George K. Reeve, and also for a refund of |