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porting the allegations therein made. The this case will not be evidence against it for bill proceeds upon the theory that under the any purpose touching the merits of its laws of the state of Michigan the charter of claim.” the Pioneer Iron Company had expired in So in this case, notwithstanding the an1887,—thirty years from the date of its swer of the defendants justifying as agents organization; and there was the most care of the Pioneer Iron Company, the bill made ful avoidance, in the pleadings of the com- neither the company nor any agent of it plaint, of any recognition of the existence as as such a party to the proceedings. The a going corporation of the Pioneer Iron mere fact that the claim is made that the Company. It was charged in the bill that Pioneer Iron Company will be concluded can its corporate existence had ended, and, so have no effect upon it so long as it has not far from making it a party, the complain-submitted its rights to adjudication by volants refrained from recognizing it as an ex- untary proceedings on its part, or been isting corporation, and the relief sought was brought into court by proper process. It against the corporations and persons named is true the defendants claim the charter of and made defendants in their own right, the company has been renewed, and that it and not as agents of the Pioneer Iron Com- is still a going corporation. It is concedpany, but who were alleged and found to be ed that at the date of its origin the Conusing the name of that corporation as a stitution of the state of Michigan prohibited cover for wrongful acts of their own. The the organization of corporations for a pemere fact that the defendants sought to jus- riod greater than thirty years. That the tify their acts as agents of the Pioneer Iron supreme court of Michigan did not intend Company would not warrant the court in to adjudicate that the Pioneer Iron Comawarding a decree against that company or pany if reorganized was concluded by the its agents, neither being made a party to decree of the circuit court, is shown by the the record. Nor, in our opinion, did the language used in the conclusion of its opinjudgment rendered have this effect. In the ion: case of Tindal v. Wesley, 167 U. S. 204, 42

"The Constitution at the date of its orL. ed. 137, 17 Sup. Ct. Rep. 770, where a ganization and at the expiration of its charsuit was brought in South Carolina to re- ter expressly prohibited the organization cover possession of certain real property in of corporations beyond the period of thirty that state, one of the defendants answered years. No provisions then existed, either that he had no personal interest in the by the Constitution or by the statute, auproperty except as secretary of the state of thorizing a reorganization of corporations South Carolina, in which capacity alone he which had expired by limitation. A conhad acquired the control of the property. It stitutional amendment was adopted in 1889, was argued that in that event the suit could authorizing the legislature to provide by not be maintained, because it was in fact general laws for one or more extensions of an action against the state within the mean the term of such corporations, and also ing of the 11th Amendment, and the judg. for the reorganization ‘for a further period, ment of the court concluded the state. To not exceeding thirty years, of such corpo-. this contention this court, speaking by Mr. rations whose terms have expired by limiJustice Harlan, made answer:

tation, on the consent of not less than four "It is said that the judgment in this case fifths of the capital. Pursuant to this aumay conclude the state. Not so. It is a thority the legislature in 1889 passed an act judgment to the effect only that, as between authorizing such reorganization. 2 Comp. the plaintiff and the defendants, the former Laws, $ 7035. Very important questions are is entitled to possession of the property in raised by counsel as to the effect of this question, the latter having shown no valid reorganization statute, the validity of the authority to withhold possession from the act of reorganization by the Pioneer Iron plaintiff; that the assertion by the defend- Company, as to whether the Pioneer Iron ants of a right to remain in possession is Company was in position to avail itself without legal foundation. The state not of this statute, and also the effect upon the being a party to the suit, the judgment will nine-nine-year lease should the reorganinot conclude it. Not having submitted its zation be held to be valid. Inasmuch, howrights to the determination of the court in ever, as these questions are not essential to this case, it will be open to the state to a decision of the case, we refrain from debring any action that may be appropriate to termining them.” establish and protect whatever claim it has But it is said the supreme court affirmed to the premises in dispute. Its claim, if the decree of the lower court, in which the it means to assert one, will thus be brought defendants were enjoined in a representato the test of the law as administered by tive capacity, and that this includes them tribunals ordained to determine controvert. as agents of the Pioneer Iron Company, and ed rights of property; and the record in' that when the agents of the company are enjoined the decree amounts to a judgment mining thereon. It is utterly inconsistent against the corporation which they repre- with the proceedings and the decree to ensent. But in view of the pleadings, as al- large the judgment so as to include agents ready stated, and the claim made and in- of the Pioneer Iron Company. If it should sisted upon by the complainants that there hereafter be insisted that the rights of that was no Pioneer Iron Company in existence, company or its agents are concluded, a Fedwe think the language in the decree has eral question might arise if such effect shall reference to the injunction and order against be given to the decree in this action. In the corporations and individuals made de our view of this case there is nothing in the fendants and their attorneys, solicitors, and proceedings or decree in anywise concluagents, in their representative capacity, that | sive of the rights of the Pioneer Iron Comis, as representing the defendants in any of pany, if it is held to be a living corporation, the ways mentioned. The decree was ren- or any of its duly authorized agents actdered after finding in favor of the coming in its behalf. plainants’ theory of the case, and had the We therefore find that no Federal queseffect to require the defendants to the bill, tion arises upon this record. their agents and attorneys, to vacate the ceedings in this court will be dismissed for premises, and enjoined them from further' want of jurisdiction.

The pro


(197 U. S. 436)

istrator, recovered in the above-mentioned V.

action at law. The land was occupied withC. B. COMBE, Independent Executor of the out right by the United States as part of

Estate of Stephen Powers, deceased; c. the Fort Brown military reservation, and B. Combe, et al.

on March 3, 1885, Congress appropriated

$160,000 to pay for the land and its use Federal courts-jurisdiction-ancillary ac- and occupation, but not until a complete tion.

title should be vested in the United States,

the full amount of the price to be paid diJurisdiction of a bill which seeks to reach and rectly to the owners of the property. The

distribute to the persons found entitled there. next year certain claimants brought suit for to the proceeds of a sale of lands to the the land, in a state court, against Colonel United States cannot be entertained by a Federal circuit court on the theory that the Kellogg, the officer in command of the rescause is ancillary to an action at law to re-ervation. The suit was removed to the cover the lands from the United States, as United States circuit court, the United occupied without right, in which the rival States intervened, and, for the purpose of claimants had united in procuring final judg. settling the title, set up outstanding rights ment in favor of two of their number, leav; in third persons. Other known claimants

, ing their respective interests to be settled by arbitration.

including Stillman and Carson, as admin

istrator, each of whom claimed an undivid[No. 174.]

ed half, became or were made parties. By

the local practice the respective shares of Argued March 10, 13, 1905. Decided April the parties might have been determined in 3, 1905.

the action as well as the principal question

of the right of all or some of them to recovPPEAL from the Circuit Court of the er from Colonel Kellogg. But on July 13,

United States for the Southern District 1887, most, although not all, of the claimof Texas to review a decree granting the re-ants, including Stillman and Carson, made lief sought by a bill, jurisdiction of which an agreement on which the jurisdiction in was entertained on the ground that the the present cause is based. cause was ancillary to an action at law.

This agreement recited that the case was Reversed with directions to make restitu- likely to be tried the next day, that it was tion to the appellant, and to dismiss the apprehended that unless a perfect title could bill.

be adjudged to some of the parties there The facts are stated in the opinion. was danger of losing the appropriation, that

Messrs. John A. Garver and James M. in the time available there was little chance Beck for appellant.

of an accurate adjudication of all rights, Messrs. Fred Beall, J. D. Childs, and that it was primarily desirable to have a O. L. Bates for appellees.

judgment which would be satisfactory to

the department at Washington, and, seconMr. Justice Holmes delivered the opin- darily, to agree on a method of working out ion of the court:

the exact rights of the parties, after judgThis is an appeal from a decree of the cir- ment, conveyance to the government by cuit court, upon the single question of the those adjudicated to be owners, and payjurisdiction of that court. The jurisdic-ment of the money. It also recited the tion was sustained de bene, on appeal from claims of others not parties to the agreea preliminary injunction, by the circuitment, and the belief of the contractors that court of appeals. 29 C. C. A. 660, 52 U. S. those claims would fail at the trial. ThereApp. 622, 86 Fed. 202. It is certified that fore it was agreed that the parties to the jurisdiction was entertained solely upon the contract would unite in procuring a judgground that this cause is ancillary to an ac- ment for the whole property in favor of tion at law and the final judgment rendered Stillman and Carson, administrator, that therein. If that ground fails, it is appar- upon its being procured a conveyance should ent from the record, and is not disputed, be made by the said owners to the governthat there is no other. To decide the case ment, and a warrant for the price upon the it is not necessary to consider anything ex- Treasurer of the United States obtained cept the allegations of the bill, and a large from the Secretary of War. After a prepart of those may be laid on one side as not liminary payment, the rest of the money material to the question here.

was to be deposited in a named bank in GalThe purpose of the bill is to reach and veston, to the credit of three arbitrators, distribute, to the parties found entitled to also named. The parties to the agreement the same, the proceeds of a sale to the Unit- submitted their claims to these arbitrators, ed States of land which the defendants Still with somewhat blind provisions for substiman (the appellant) and Carson, as admin. Itution, and the arbitrators were to give


their checks upon the fund to those whom quent sale, should pay over in due proporthey found entitled, for the sums found due. tion to those equitably entitled. The par

The next day after this agreement was ties gave up their right to have the court made, on July 14, 1887, a verdict was ren- decide who had rights in the land, and the dered for Stillman and Carson, administra- extent of their shares, and substituted a tor, one undivided half to each, and judg. contract and a decision out of court. They ment was entered upon the same, both, it is still rely upon the contract, and they must alleged, by consent of parties. But the next be left to their remedy upon it. steps contemplated by the agreement did It is suggested that the affirmance by the not follow as quickly as anticipated. With- circuit court of appeals of an interlocutory out any fault of Stillman and Carson, they decree appointing a receiver, and issuing a did not get their pay and deliver the deed preliminary injunction against Stillman until April, 1895,-nearly eight years later. and Carson using the judgment for the purAt that time, according to Stillman's an- pose of depriving the other parties in interswer, at all events, before June 14, 1897, est of their rights in the $160,000, in some when this bill was filed, according to the way prejudices the present appeal. It is allegations of the bill, one of the arbitra- enough to say that the action of the circuit tors named was dead, and another refused court of appeals was on the appeal of Carto act, so that the arbitration agreed upon son alone, Stillman not having appeared in was impossible in its original form. It the action. also appears from the decree that Stillman Decree reversed, with directions to make had expended large sums in collecting the restitution to the appellant, and to dismiss money from the United States. The bill al- the bill. leges that Stillman and Carson fraudulently appropriated to their own use the whole

(197 U. S. 299) fund of $160,000 received from the United WESTERN ELECTRICAL SUPPLY COMStates. It further alleges that they are

PANY, Piff. in Err., conspiring fraudulently to prevent a decision by arbitration, as agreed, and fraudu- ABBEVILLE ELECTRIC LIGHT & POWlently are using the judgment to deprive the

ER COMPANY. true owners of their rights. On these allegations the bill seeks not to have the arbi- Error to state courtFederal question, tration carried out, but to obtain a distri

how raised and decided. bution of the fund by the court.

We are somewhat at a loss to add any. The highest court of a state may decline to rething to a statement of the case to show open, on a second appeal, a question of the

validity of the service of summons, which it how utterly without foundation is the claim

had upheld on the first appeal, without there. of jurisdiction over this bill as an ancillary

by making a case for a writ of error from suit. The bill does not seek either to disturb

the Supreme Court of the United States, the judgment or to have anything done to- where the claim that such service was in. wards carrying it out. The judgment was

valid under the Federal Constitution was satisfied, and the functions of the court in

first set up on the second hearing in the

trial court. the former case were at an end, when the land was recovered. Stillman and Carson

[No. 178.] cannot be using it fraudulently or in any other way. Its uses all are over. The court had Argued and submitted March 14, 1905. De nothing to do with the subsequent sale of

cided April 3, 1905. the land, and still less with the distribution purchase money when sale was N ERROR, Supreme Court of

to been any fund in court. It may be that judgment which, on a second appeal, af. the judgment would not have been the same firmed a judgment of the Circuit Court of but for the agreement of some of the parties Abbeville County, in that state, sustaining upon those matters. But the bill does not the

But the bill does not the validity of the service of the sumallege that it was obtained by fraud, and, as mons and complaint on an agent of a nonwe have said, does not seek to set it aside. resident corporation. Dismissed for want of The agreement no doubt put Stillman and jurisdiction. Carson in a position of trust, but, no mat- See samne case below, 66 S. C. 328, 44 S. ter to whom it was known, it did not make E. 952. Stillman and Carson trustees of the court, The facts are stated in the opinion. as they are called in the bill. It did not Messrs. Lee W. Grant and Ralston de extend the duties of the court beyond the Siddons for plaintiff in error. recovery of the land to seeing that the par- Mr. William N. Graydon for defendant ties who recovered it, in case of a subse 'in error.

25 S. C.-31.

made. There anleither was her ought to have I State of South Carolina con review the

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Mr. Chief Justice Fuller delivered the performed, in the state, against the defendopinion of the court:

ant, a foreign corporation, and had underThe Abbeville Electric Light & Power taken to obtain jurisdiction by the personal Company, a corporation of South Carolina, service of the defendant's agent within the brought this action in the circuit court of limits of the state, even then, as it appeared Abbeville county, South Carolina, against upon the facts that the agent was a reprethe Western Electrical Supply Company, a sentative of the defendant corporation in recorporation of Missouri, by service of sum spect of the transaction out of which the mons and complaint on one George F. suit arose, and was served while within the Schminke, as agent of the defendant. The state for the purpose of attending to the complaint alleged that “the cause of action business of the corporation, the service was set forth herein arose in this state,” and a good service. set up the breach of a contract of guaranty The case having gone back to the circuit in respect of a machine for generating elec- court, defendant, by demurrer, renewed its tricity, sold by defendant to plaintiff. De objection to the jurisdiction, this time "on fendant appeared specially, and moved “to the ground that subd. 1 of § 155 of the Code, set aside the service of the summons herein providing for service upon a foreign coron the ground that the party served with poration, and the act of the general assemthe summons and complaint herein on the bly of South Carolina amending the said seventh day of November, 1900, was not an agent of the defendant.” The motion was resident,' approved 2nd March, 1899, are in

section of the Code by striking out the word heard on affidavits at the February term, 1901, of the circuit court, the service set contravention of the 5th and 14th Amend.

. aside, and the case dismissed for want of ments to the Constitution of the United

States, and on the further ground that the jurisdiction.

The circuit judge was of opinion that act of the general assembly of South CaroSchminke was not "an agent in the sense lina, entitled 'An Act to Further Prescribe in which 'any agent is used in the Code.” | the Terms and Conditions upon which For.

» The case was then carried by appeal to the eign Corporations May Do Business within supreme court of South Carolina, and the this State,' approved the 2nd day of March, judgment below was reversed, and the cause A. D. 1897, is in contravention of the 5th and remanded for further proceedings. 61 S. C. 14th Amendments to the Constitution of the 361, 55 L. R. A. 146, 85 Am. St. Rep. 890, United States.' 39 S. E. 559.

The demurrer was overruled, and the case The court held, speaking through Mr. went to verdict and judgment on the merits, Chief Justice McIver, that under the sec- whereupon it was again taken by appeal to ond paragraph of § 155 of the Code, as the supreme court. That court declined to amended by an act approved March 2, 1899, express any opinion on the constitutional the facts being considered in connection questions, and affirmed the judgment. 66 with § 1466 of the Revised Statutes of 1893, S. C. 328, 44 S. E. 952. The court held the as amended by an act of 1897, the service question of jurisdiction had already been was good and valid.

determined, and that it was not bound to In this view the court said:

“ "The case re-examine it. This was, of course, a ground must be regarded as a case in which a do- broad enough to sustain the judgment, and mestic corporation, having, as it supposed, as the objection that the state statutes were a claim against a foreign corporation doing inconsistent with the Federal Constitution business in this state, arising out of a con

was not raised until the case came on for tract made and to be performed in this the second hearing, it is plain that the sustate, has undertaken to commence its ac-preme court could, in its discretion, treat tion against such foreign corporation by it as coming too late to call for decision. serving, personally, within the limits of Had that objection been raised in the first this state, an agent of such foreign cor- instance, and been disposed of, then, inasporation with a copy of the summons; and much as the judgment of the circuit court in such a case we do not think that any was, at that time, reversed on plaintiff's authority has been or can be cited, which appeal, the adherence by the supreme court holds that the state court had not thereby to its prior adjudication as the law of the acquired jurisdiction of the foreign corpora- case, on defendant's appeal, would not, in tion.”

itself, have cut off consideration of the FedOn the other hand, the court held that eral questions; but it was not so raised, and, if the case were one in which the plaintiff, as the case stands, we are of opinion that a domestic corporation, had brought its acour jurisdiction cannot be maintained. tion on a contract not made, and not to be Writ of error dismissed.

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