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troit & Howell Plankroad Co., 43 Mich. 141, 147, 5 N. W. 275, per Cooley, J.; Atty. Gen. v. Looker, 111 Mich. 498, 69 N. W. 929, 56 L. R. A. 947; Smith v. Lake Shore & M. S. R. Co., 114 Mich. 472, 473, 72 N. W. 328; Sinking Fund Cases, 99 U. S. 720, 749, 25 L. Ed. 496.
In this connection it is well to observe that the Supreme Court of the United States says a vested right is property protected by the Constitution, whether it springs from contract or from the principles of the common law (Pritchard v. Norton, 106 U. S. 132, 1 Sup. Ct. 102, 27 L. Ed. 104), and that our own Court of Appeals says in relation to amendments of by-laws authorized by the Legislature that all bylaws must be reasonable and that any act of the Legislature permitting a corporation to alter, amend, or repeal its by-laws does not authorize an amendment interfering with vested rights, as such an amendment would not be reasonable. Parish v. New York Produce Exchange, 169 N. Y. 48, 61 N. E. 977, 56 LR. A. 149; Beach v. Supreme Tent, 177 N. Y. 104, 69 N. E. 281.
Attention also may well be directed to the distinction pointed out by Judge Vann in Lord v. Equitable Life Assur. Society, 194 N. Y. 213, 87 N. E. 443, 22 L. R. A. (N. S.) 420, between the general franchise granted to a corporation, consisting solely of the charter creating the · corporation, and giving it a right to do business, and its special franchises, which invest it with property rights. The former may be amended or repealed by the Legislature, while the latter are protected by the Constitution from legislative impairment. Railroad Co. v. Maine, 96 U. S. 500, 510, 511, 24 L. Ed. 836, and Gordon v. Appeal Tax Court, 44 U. S. (3 How.) 133, 11 L. Ed. 529, are also to like effect.
The defendant's counsel, however, attack the proposition above laid down as to vested rights, and cite a line of cases where they claim such rights have been disregarded by our courts in altering or amending the charters of corporations. I think an examination of these cases will show that they are entirely consistent with the above rule. The main case relied on is Matter of Lee Bank, 21 N. Y. 9. In that case the bank was organized in 1844 under the general banking law and issued bank notes for circulation as money. The articles of association and certificate of incorporation provided that the shareholders should not be liable as individuals for any contract, debt, or engagement of the association. The Constitution of 1846 thereafter provided that the stockholders in every banking institution issuing bank notes to circulate as money should after January 1, 1850, be individually responsible to the amount of the shares of stock so held by the them for all debts and liabilities contracted after that date. It was held that, as there was power to alter, amend, or repeal the charter of the corporation, this was a repeal pro tanto of the same, that it was optional with the corporation whether to continue the issuing of bank notes under the amended charter, three years being allowed for the purpose of exercising that option, and if after the expiration of that time they continued to so issue such bank notes the stockholders were made individually liable for debts incurred after that date, and
that, as the stockholders joined the association with full knowledge of the power to alter, amend, or repeal their charter, they in effect assented that such change might be made. If this legislation had a retroactive effect, and had made stockholders liable for a pre-existing indebtedness, it doubtless would have been in violation of vested rights; but it did nothing of the kind. It merely had reference to a prospective indebtedness which, within all the authorities, was not a violation of the stockholders' contract rights. 2 Cook, Corp. (7th Ed.) $ 501. See, also, Gray v. Coffin, 9 Cush. (Mass.) 200; Commonwealth v. Cochituate Bank, 85 Mass. (3 Allen) 43, 44; Coffin v. Rich, 45 Me. 507, 509, 71 Am. Dec. 559.
The conclusion necessarily results from the foregoing authorities that domestic legislation which alters, amends, or repeals corporate charters is powerless to affect vested contract rights. This being so, why should the enactments of the parliament of a foreign country be given a greater weight and effect? The theory under which courts of one jurisdiction give effect to the laws, written or unwritten, of a foreign state or country, is that of private international law, or what is popularly called the comity of nations. This comity is not a matter of right, but of grace or courtesy, extended by the courts of one jurisdiction to another state or nation. It is an elementary rule in the conflict of laws that such comity will not be exercised where the laws sought to be enforced are contrary to the policy of our laws, or would work injustice to our citizens.
Story, in his Conflict of Laws, cites with approval the statement of Huberus (Lib. 1, tit. 3) that it is an axiom that the laws of every people in force in their own jurisdiction ought to have the same force everywhere, so far as they do not prejudice the powers or rights of other governments or their citizens, and, commenting upon this axiom of Huberus, Story says:
"It seems irresistibly to flow from the rights and duties of every nation to protect its own subjects against injuries resulting from the unjust and prejudicial influence of foreign laws and to refuse its aid to carry into effect any foreign law which is repugnant to its own interests and polity.” Story, Conf. Laws (7th Ed.) § 31.
Story further says: "The obligatory force of the laws of any nation cannot extend beyond its owi territory, and if such laws are incompatible with the laws of the country where such subjects reside, they will be disregarded by the latter. Every na. tion has an exclusive right to regulate persons and things within its own territory according to its own sovereign will and policy." id. 22.
"The state may interdict the administration of some foreign laws and it may favor the introduction of others. When its own Code speaks positively upon the sulject, it must be obeyed by all persons who are within the reach of its sovereignty; and when its customary, unwritten, or common law speaks directly on the subject, it is equally to be obeyed. Where both are silent, then and then only can the question properly arise what law is to govern, in the absence of any clear declaration of the sovereign will." Id. $ 23.
"No nation will suffer the laws of another to interfere with her own, to the injury of her citizens.” Id. § 29.
"It is difficult to conceive upon what ground a claim can be rested to give any niunicipal laws an extraterritorial effect, where those laws are prejudicial to the rights of other nations or to those of their subjects. It would at once annihilate the sovereignty and equality of every nation which should be called
upon to recognize and enforce them, or compel it to desert its own proper interests and duty to its own subjects in favor of strangers, who were regardless of both. A claim so naked of any principle or just authority to support it is wholly inadmissible." Id. $ 32.
Finally Story says:
"The rule that foreign laws which are repugnant to the fundamental principles of the lex fori cannot claim adoption under the general comity of nations in the administration of private international jurisprudence has lately received formal recognition in the House of Lords. 3 Macq. H. L. Cas. 497. It is there said that 'If the adoption of the law of domicile would occasion prejudice to the rights of other states and their citizens, or if it would contravene a prohibitory enactment the comity of nations would not require its adoption.'" Id. § 373.
The decisions of our courts are all to like effect. Thus in Huntington v. Attrill, 146 U. S. 657, 13 Sup. Ct. 224, 36 L. Ed. 1123, it is said that:
"Laws have no force of themselves beyond the jurisdiction of the state which enacts them, and can have extraterritorial effect only by the comity of other states."
Oliver v. Townes, 2 Mart. N. S: (La.) 98, is a leading case on the subject. The court there says that:
Where the laws of a foreign stato "clash with and interfere with the rights of the citizens of the countries where the parties to the contract seek to enforce it, as one or other
must give way, those prevailing where the relief is sougbt must have the preference.”
And in 22 American and English Encyclopedia of Law (2d Ed.) 1319, the rule is laid down that the laws of a foreign country will not be enforced if such enforcement would contravene the settled policy of the former or be prejudicial to the interests of its citizens. There are many other decisions of our state courts to like effect, among which may be noted that of Pearsall v. Dwight, 2 Mass. 89, 3 Am. Dec. 35, where Parsons, C. J., says:
"To give effect to contracts made in another state is an act of comity due from the courts of the state in which such contracts may be sued to the state in which they may be made. This rule is subject to two important exceptions. First, that ncither the state
nor its citizens, may suffer any inconvenience by giving the contract effect."
Also Edgerly v. Bush, 81 N. Y. 199, where Folger, C. J., says that force and effect will not be given to the statutes of Lower Canada, when they contravene our policy or inconvenience our citizens.
 The defendant applied for and obtained permission to execute contracts of insurance within the state of New York, and in so doing submitted to our laws and agreed to obey the same and conform to the public policy of our state. People v. Formosa, 131 N. Y. 478, 30 N. E. 492, 27 Am. St. Rep. 612; Morgan v. Mutual Benefit Life Ins. Co., 189 N. Y. 447, 82 N. E. 438; Boswell v. Security Mutual Life Ins. Co., 193 N. Y. 475, 86 N. E. 532, 19 L. R. A. (N. S.) 946. Henceforth it was regarded as a corporation domiciled in this state, and subject to the same obligations and liabilities as a domestic corporation. Martine v. International Life Ins. Co. Society, 53 N. Y. 339, 346, 347, 13 Am. Rep. 529; New England Mutual Life Ins. Co.
v. Woodworth, 111 U. S. 138, 145, 4 Sup. Ct. 364, 28 L. Ed. 379; Hollis v. Drew Theological Seminary, 95 N. Y. 175. And the contract in question having been made under such authority, and as the same is to be performed in this state, all questions as to its validity, construction, and effect, and also as to the validity of any modification thereof, must be determined by our laws. To that end all of our laws in that regard formed a part of such contract in the same manner as if expressly referred to and incorporated in its terms. Trustees of Brookhaven v. Smith, 98 App. Div. 212, 213, 90 N. Y. Supp. 646; McCracken v. Hayward, 2 How. 608, 612, 11 L. Ed. 397; Von Hoffman v. City of Quincy, 4 Wall. 550, 18 L. Ed. 403; Pritchard v. Norton, 106 U. S. 124, 136, 1 Sup. Ct. 102, 27 L. Ed. 104; Barnitz v. Beverly, 163 U. S. 118, 125, 16 Sup. Ct. 1042, 41 L. Ed. 93.
Not only must the rights of the parties be determined according to our laws, but, as they speak positively upon the subject, they must, as Story says, be obeyed by all without regard to the laws of their domicile. So, also, as is said in the Louisiana case above cited, if the laws of this state conflict with the laws of a foreign state, tie latter must give way, and the former be given the preference. But, aside from this, the policy of our state is to sacredly regard the obligations of contracts and sedulously to condemn anything that interferes with vested rights under the same. The legislation of the Dominion of Canada involved in this case totally disregards such obligations and vested rights, and is therefore contrary to our public policy and injurious to our citizens, and hence no comity requires us to give effect to the same. Dearing v. McKinnon D. & H. Co., 165 N. Y. 78, 87, 58 N. E. 773. 80 Am. St. Rep. 708; Edgerly v. Bush, 81 N. Y. 199, 204; Marshall v. Sherman, 148 N. Y. 11, 25, 42 N. E. 419, 34 L. R. A. 757, 51 Am. St. Rep. 654. Any other result would place a premium on foreign corporations, by relieving them from the burdens that are charged on domestic corporations, which is contrary to the policy of our laws. People v. Roberts, 159 N. Y. 86, 53 N. E. 685, 45 L. R. A. 126.
The defendant's counsel, however, strenuously insist that the Gebhard Case, 109 U. S. 527, 3 Sup. Ct. 363, 27 L. Ed. 1020, settles the law contrary to the result above arrived at. I do not so understand that decision. In the Gebhard Case the Canada Southern Railway Company was incorporated by the Legislature of the province of Ontario to build a railroad from the Detroit to the Niagara river and, for the purpose of building and equipping the same, executed and delivered in Canada a series of negotiable bonds payable in New York City, which were secured by a mortgage upon all of the property of said railway company, both real and personal, all of which was situated in the province of Ontario. The company became embarrassed financially, and unable to pay the coupons on the bonds as they fell due, and, for the purpose of procuring time to meet the same, executed and delivered to the bondholders what was called extension bonds, which were delivered on no new consideration, but merely as security for unpaid coupons. The company thereafter became insolvent, and, as the carrying out of the railroad project was of great importance to the people of Canada, a reorganization scheme was agreed upon between a joint committee of the directors and bondholders
whereby the whole bonded indebtedness was to be refunded in an issue of $14,000,000 bonds secured by a new mortgage, which was to be a first lien on the property of the company, the same to be exchanged for the old bonds at their face value without past-due coupons or extension bonds. This new issue of bonds was to bear a less rate of interest than the former issue, and the interest thereon was to be guaranteed by the New York Central & Hudson River Railroad Company. The arrangement thus made was assented to by a large majority of the old bondholders, and thereupon the Dominion Parliament passed what was known as the Canada Southern Arrangement Act, which approved of said scheme, declared the same binding on all the bondholders, and made said bond issue and mortgage a first lien on all the property of the company. The plaintiffs, who resided in New York, had purchased some of the old bonds, and refused to receive the new ones in exchange therefor. They thereupon brought action against the railway company upon the unpaid coupons and extension bonds given therefor, and the United States Supreme Court held they were not entitled to succeed.
The above statement shows the distinction that exists between that case and the present one. The Canada Southern Railway Company asked no permission to do business in the state of New York, and all its business was transacted in the Dominion of Canada. All of its property was located in that place, and the only contract it entered into consisted of the issuing of the bonds and the execution of the mortgage, all of which was done, and the same were delivered to mortgage trustees in Niagara Falls, in said dominion. These bonds doubtless were placed upon the market and were held and owned at various places throughout the United States and Canada. How, and where the plaintiffs became holders of their bonds does not appear, but in my judgment that is utterly immaterial, as the transfer of negotiable securities does not constitute a new contract, but is merely a transfer of the right of action upon such security; the agreement of the maker being to pay the holder thereof, whoever it might be. In view of these facts, it seems to me that these bonds were essentially Canadian contracts, notwithstanding they were payable in New York City. They were made payable in that city doubtless as a matter of convenience, because New York City was the great financial center of the country. Under these circumstances the mere fact that they were payable in that place did not make them New York contracts. Bank of Georgia v. Lewin, 45 Barb. 340, 342, 343.
It is well settled that the mere fact that an instrument is made payable in a certain state does not make that state the place of performance, when the agreement in fact is to be carried out in another jurisdiction. Wayne County Sav. Bank v. Low, 81 N. Y. 566, 571, 37 Am. Rep. 533; Western Trans. & Coal Co. v. Kilderhouse, 87 N. Y. 431; Sheldon v. Haxtun, 91 N. Y. 124, 129; Staples v. Nott, 128 N. Y. 403, 407, 28 N. E. 515, 26 Am. St. Rep. 480; Tilden v. Blair, 88 U. S. (21 Wall.) 241, 22 L. Ed. 632. T'he case, therefore, comes within the well-settled rule that the laws of a foreign state will be giver. effect and enforced in our own state, when they do not conflict with our public policy and are not injurious to our citizens.
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