UNION TRUST CO. ,UNION TRUST (Oircuit Oourt,
tI.
ROCHESTER
& P.
R.
CO.
609,
17.
ROCHESTER & P. R. CO. December 6, 1886.)
w: D. Penn8ylvania.
1.
CoRPORATIONS-CONSOLIDATION OF CORPORATIONS ORGANIZED UNDER r,AWS OJ' SEVERAL STATES-JURISDICTION OF CIRCUIT COURT-JUDGMENT-NlllwYORlt STATUTE-PENDING SUIT IN STATE COURT.
In a suit in the circuit court for the Western district of Pennsylvania, brought by': a corporation of the state of New York against a corporation formed'UIider statutes of New York and Pennsylvania, by the consolidation of several corporations, some of which were organized under the laws of one' of said states and some-Under the laws of the other, upon a judgment duly obtained in a state court in New York, held (1) that, for the purpose of jurisdictiou, the defendant must :be considered a cItizen of Pennsylvania; (2)' that, by vtrtue of such consolidation, the constituent companies merged into each l other,and became one corporation; (3) that the judgment obtained against the consolidated corporationiri ,the state of New York is binding upon the corporation everywhere, and the case is not open to 'any inquiry upon the merits; (4.). that the New York statutory provisions forbidding suit to be brought on & judgment rendered in a court of that state, without the previous permission of such court, is intended only to regulate the practice in New York state courts, and has no application here; (5) that the jurisdiction of the court over the subject matter of this litigation is not affected by pending proceedings in the court of cammon pleas of Elk county, Pennsylvania, in which the custody of certafn railroad property of the defendant was committed to a receiver, In an action in one state on a judgment obtained in another state, an alleged collusive arrangement between the plaintiff and the officers of the defendant corporation, whereby no defense was interposed, but a recovery was promoted, is not pleadable. l An action of debt will lie on a Judgment of another state, notwithstanding the pendency of an appeal or wrIt of error.
2.
JUDGMENT-AcTION ON JUDGMENT OF ANOTHER SION.
8.
SAME'-ACTION OF DEBT PENDING ApPEAL.
At Law. Action in debt sur judgment. Sur rule for judgment for want of a sufficient affidavit of defense. George Shims, Jr., for the rule. Samuel Dickson and R. O. Dale, contra. ACHESON, J. 1. It has been authoritatively adjudged that, where a corporation created by the laws of several states is sued in a federal court in anyone of those states, it must be regarded, for the purpose of jurisdiction, as a citizen of that state, whatever its citizenship may be elsewhere. Railway Co. v. Whitton, 13 Wall. 270; Muller v. Dows, 94 U. S. 444. Hence it is not a valid objection to the jurisdiction of this court that the plaintiff is a corporation of the state of New York, and the defendant is a corporation formed statutes of Pennsylvania and New York, by the consolidation of several corporations, some of which were organized under thelaws of the former state, and the others under the laws of the latter. lBee note at end of case.
v.29F.no.13-39
610:
FEDERAL REPORTER.
2. By virtue of such consolidation, the constituent companies merged into each other, and became one corporation. Railway O? v. Georgia, 98 U. S. 859; St. Louis, etc., Ry. 00. v. Berry, 113 U. S. 465; S. C. 5 Sup. Ct. Rep. 529; Graham v. Boston, etc.,R. 00.,118 U. S.161; S. C. 6 Sup·. Ct. Rep. 1009, and 25 Amer. & Eng.oR. Cas. 53. Hence the here sued on, which was duly obtained against the consolidated corporation in a state court in the statlil of New York, is binding upon the corporation everywhere. Horne v. Boston, etc., R. 00., 12 Amer. & Eng. R. Cas. 287; Nashua, etc., R. 00. v. BoBtdn, etc., R. 00.,16 Amer. & Eng. R. Cas. 488; Graham v. Booton, etc., R ·. 00., mpra. . 3; Whether or not the provisions of the constitution of Pennsylvania, relied on as. invalidating the defendant's issue of bonds, the subject-matter of the judgment, have any application to obligations of this consolidated company, issued in the state of New York, under the authority of and in accordance With the laws of tha,t state, it is not necessary to consider I as the judgment rendered is conclusive upon the defendant, and the case not open to inquiry upon the merits. Dickson v. Wilkinaon, 3 How. 57; Ohristmas v. R'U88ell. 5 Wall. 290. 4. The alleged arrangement between the plaintiff and the officers of the defendant company, whereby no defense was interposed, but arecovery promoted, is not available here; it being well settled that to an action in one state, on a judgment obtained in another state, such fraud is not pleadable. Ohristmas v. Rv.ssell, supra; MaqjUJelJ, v. Stewart, 22 Wall. 77; Graham v. B08ton, etc., R. {Yo., 8upra. 5. The New York statutory provisions, forbidding suit to be brought upon a judgment rendered ina court of record of that state 'without a previous order of the court in whichtbe original action was brought, granting leave to bring the new suit. must be held as intended only to regulate the course of procedure in the New York state courts. Such was the conclusion of Judges DIJ,LON an,d l-QVE in respect to a similar statute of the state of Iowa. Phelps v. O'Brien 00., 2 Dill. 5t8; 11 Myers, Fed. Dec. § 593. It is an established principle that state legislation cannot in anywise impair or limit the jurisdiction of the courts of the United States. ld.; Hydev. Stone, 20 How. 170; Railroad Co. v. Whitton, supra. 6. debt will, lie on a judgment of another state, notpendency. of aOlJ,ppeal or writ of error. Merchants' Ins. 00 v. p,e;W0lf, 33 Pa. St.. 45; .Bank v. Wheeler, 28 Conn. 433. 7. Thejuri,s9-.iction of this court over the subject-matter of this litigais not, afle<;ted by the pending proceedings in, t1;le court of common pleas of, ,:lJ/lk cou;oty, Pennsylvania:· .in which the custody of certain railroadproperty,has been committed: to a receiver; nor will the prosecution of this actiQp. to judgment in any. degree interfere with the receiver in the discharge o.f his .' . , Upon tllewl1Qle,i,t seems court thaHheaflidavit of defense discloses no valid ground for denying judgment in favor, of the plailltiff. Therefore the rule to show cause why judgment should not be entered against the defendant must be made absolute; and it,is so ordered.
FOURTH NAT. SANK 'II.
MILLS CO.
611-
CO , : NOTE. In an action 'on ajudgnient obtained in 'apother state the jl1dsdlction of the court rendering it is the only question that will be examined. Renaud V,, 4,bbott, 6 Sup. ct. Rep. 1194; Hanley v. Donoghue, Id. 242j Downs v. Allen. 22 Fed. Rep. 805jGlass v. Blackwell, (Ark.) 28. W.Rep. 257,and, note;.' ".. '.!, ·. No defense that might have .been pleadlld in the original action can be interposed in an action on the judgment, Dimock v; Revere Copper Co., 6 Sup. Ct. Rep. 855; nor can a plea that the judgment wali procured by frand, Allil!on v. Chapman, 19 Fed. Rep. 488; or that the action inwhich said judgment was obtained, was brought in suoh other statll for the purpose of evading the laws of thestateof which the defendant is a citizen, Wittemore v. Malcomson. 28 Fed. Rep. 605. .
FOURTH NAT. BANK OF
CITY
OF NEW YORK 1:1. AMERICAltl' :MILLS
Co.
and others. (Cireuit(JQurt, 8. D. Ne'IJJ York.
January 19, 1886.)
advances to his principal. and, if these exceed the value of the goods, a bill , of sale to him by insolvent principal, though perhaps technically illegal, will be sustained as a foreclosure of the lien. 2. SAME-BET-OFF.
PRINOIPAl- AND AGEN'l'-DEL CREDERE COMMISSION-LIEN-BILL OF S.UEINSOLVENT PRmcIPAL. An agent under a del eredere commission has a lien for all commissions and
In such a case, where the agent has used large acceptances of his principal for his own benefit, he is not obliged, for the benefit of creditors of his principal, to set these off against his acceptances for his principal, and release the security of his lien to that extent.
In Equity. David Willcox, for complainant. Alex. Thain, for defendants Graeffe and another. Samuel W. Bower, for defendants American Mills Co. and others. COXE, d. The complainant is a national banking association., The defendant the American Mills Company was at the time in question a manufacturing corporation organized under the laws of New York, having its principal office in the city of New York, and its manufactory at Warwick, in the state of Rhode Island. The defendant Albert J. Graeffe was treasurer and a trustee of this company, and the commission merchant in New York to whom its goods w,ere consigned.. On the twenty-eighth of February, 1881, Graeffe had in his possession merchandise of the company, in value about $45,000. He had, prior to this time, accepted, for the benefit of the company, its drafts drawn upon him, against the consignments, for upwards of $50,000. Other acceptances, amounting to $32,500, had been used by Graeffe personally in his business without advantage to the mills company. None of the drafts, whether used by Graeffe Or the company, were due on the twenty-eighth of February. On that day the company transferred to Graeffe, as absolute owner, the goods in his possession, he taking them in discharge, pro tanto, of the company's indebtedness to him. On the following day Graeffe sold the