# Baltimore & Ohio Railroad v. Allen > West Virginia Supreme Court · November 28, 1905 · 58 W. Va. 388 URL: https://www.frixlaw.com/law-library/cases/8175755 ## Case - **Full name:** Baltimore & Ohio Railroad Company v. Allen - **Court:** West Virginia Supreme Court - **Decided:** November 28, 1905 - **Citations:** 58 W. Va. 388; 52 S.E. 465; 1905 W. Va. LEXIS 125 - **Precedential status:** Published - **Opinion:** On rehearing - **Judges:** Jljdse, Poeeenbarger - **Cited by:** 12 later opinions in the Frix Law Library ## Citator (automated) - No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases. - Full citator and citing cases: https://www.frixlaw.com/law-library/cases/8175755 ## Opinion text On re-hearing. The correctness of the conclusion above stated, as to the status of a foreign railroad corporation doing business in this state, is vigorously resisted on the re-hearing. . As that is the pivotal question in the case, the argument demands attention. First, it is said the case of Mahany v. Kephart, 15 W. Va. 609 , does not treat the Baltimore & Ohio R. R. Co. as a domestic corporation, and that this view is precluded by certain expressions in the opinion, one of which is the reference to the B. & O. R. R. Co. v. Gallahue, 12 Grat. 625, saying: “However, it was not necessary to decide in that case whether the said Railroad Company could be sued or garnished upon contracts made in another state.” That was because the contract sued on was a Virginia contract. But in Mahany v. Kephart , the contract on which the main action was predicated was made in Baltimore, Maryland, and had come into the hands of' a citizen of this state by assignment, and the labor for the value of which the railroad company was garnished was performed in Maryland. No matter, therefore, what the Virginia court had decided, this Court did decide that the Baltimore & Ohio Railroad Company could be sued here for a debt, arising out of a contract made in another state, and could be held as garnishee as to wages due for labor performed in another state, and Judge Haymond said of the Gallahue case: “But I think on close examination of the opinion of the Court it was not intended to restrict the right to sue or garnishee the said railroad company to Virginia contracts.” The other expression relied upon has no reference whatever to the question now under consideration, as will appear from the connection in which it was used. Judge Hay-mond did say “But I do not now definitely pass upon that question as it does not fairly arise in the case.” The question referred to is whether, if the debt garnished had been expressly made payable in Maryland, this circumstance would have called for a different decision. The sentence immediately preceding the one last above quoted reads as follows : *407 “Neither the facts agreed nor the answer of the garnishee shows, or pretends, that there was any express agreement that the said $105.00 due Kephart should be paid in the State of Maryland; and if they did so show, I am not now prepared to decide that it would or should affect the case or change my conclusion therein.” What we decide here now is just what Judge Haymond then intimated as his opinion, namely that such stipulation does not affect the case, and we say so because the garnishee is to be dealt with as a resident individual would be. The effect of such stipulation when the garnishee is a resident has been determined in the discussion of the question of situs, which need not be here repeated. In Pennsylvania R. R. Co. v. Rogers, 52 W. Va. 450 , we said it did make a difference, because the garnishee was a nonresident. The contention here is that a railroad company doing business in this state is to be treated as a domestic corporation quoad only, “its works, property, operations, transactions and business in this state,” and therefore, cannot be sued on a contract or obligation, arising out of, or pertaining to, its business in another state; and the contrary of this, we repeat, has been expressly decided in Mahany v. Kephart , as well as in other cases, referred to in the opinion. Whether a resident may be discharged from garnishment by showing the debt to be payable in another state is an entirely different question now, and was such in Mahany v. Kephart . A further contention is that, by alteration of the statute, governing foreign railroad corporations doing business in the state, since the decision in Mahany v. Kephart , the status of such corporations has been changed. The act of December 27, 1873, quoted in the opinion, was too broad. Its purpose went beyond the limits of legislative power, as was soon revealed by decisions of the federal supreme court. The legislature could not deprive the federal courts of their jurisdiction by declaring a foreign corporation to be a domestic one. It probably occurred to our legislators that, in some other respects, such corporations could not be domesticated. We could not annul or alter the charter of a corporation of another state or dissolve it. All we can do is to exclude it from the state or limit its powers and privileges here, and impose burdens and liabilities. We cannot-have or exercise any extra-territorial power over them. Realizing this and seeing *408 the excessive and futile breadth of our statute, the legislature modified it. For what purpose and to what extent? Simply for the purpose of reducing it within the limits of its legitimate powers over the subject matter, and to no greater extent. The evil intended to be overcome by the change is perfectly apparent. That is the best measure, or standard, by which to determine the extent of the change intended, and it falls far short of the subject matter of this discussion and contention. Surely it was never intended to deprive citizens of this state of the right to sue such corporations for debts due them, or for debts which they have the right to acquire by a legal proceeding, such as garnishment. Nothing in the language of the statute suggests this and it is not within the reason for the alteration made. Such a debt or right, held by a citizen of this state, no matter where it arose, is a matter relating to such corporation, and the statute says it shall be held to be, and treated as, a domestic corporation in all suits and legal proceedings which may be commenced or carried on by or against it “as'well as in all other matters relating to such corporation.” Having carefully re-examined the case and. considered the argument on the re-hearing, we are convinced that the conclusions set forth in the opinion filed on the former hearing are correct, and the judgment then rendered will be now reentered. Affirmed. --- Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/8175755. Public record. Not legal advice.