The opinion
McCulloch, C. J., (dissenting). The statutes of this State do not prohibit a foreign corporation from acquiring property in the State, nor from suing in the courts to recover property or to seek redress for damage to property thus acquired. Railroad Co. v. Fire Association, 60 Ark. 325 ; Alley v. Bowen-Merrill Co., 76 Ark. 4 ; Rachels v. Stecher Cooperage Co., 95 Ark. 6 ; Linton v. Erie Ozark Mining Co., 147 Ark. 331 . In the absence of such a statute, foreign corporations may acquire property in a State and sue for in the courts of the State. Cowell v. Springs Co., 100 U. S. 55 . The only inhibition in our statute is that a foreign corporation shall not do business or make contracts in the State without complying with the statute.
The effect of the transaction now condemned by the majority of this court as unlawful was merely the acquisition of property by purchase — a consummated sale and purchase of personalty. It was not an executory contract for sale, but a consummated one. The bill of sale delivered by S. R. Morgan to the corporation completely consummated the sale — nothing remained to be done to complete it. Herein lies the error into which, I think, the majority have fallen. Morgan had no writing evidencing the lease to deliver — the leases were held in the name of Mr. House as trustee for himself and his associates, including Morgan, and the only way Morgan could transfer his interest was by separate bill of sale, which evidenced a completed sale and passed title to the purchaser. What more could Morgan have done to pass title to the corporation? If the title passed, there was no executory contract involved. The bill of sale was introduced as evidence of title, the same as a deed to realty, and not as a contract to be enforced by decree of the court.
This is a controversy between Morgan’s creditor and the corporation to which Morgan sold his interest in the lease. The sale is not shown to have been fraudulent, so if it was completed so as to pass title, the property became that of the purchaser, and the creditor of Morgan cannot complain. The situation is the same, I think, as if Morgan had conveyed land to the corporation and the creditor was seeking to set aside the conveyance. If the conveyance was free from fraud, it passed beyond the reach of creditors.