# Opposition Brief — Bechtel v. Thatcher

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## Record

- **Collection:** Supreme Court brief
- **Document type:** Opposition Brief
- **Published:** January 1, 1949
- **Citation:** 337 U.S. 918

## Text

SUBJECT INDEX.

Opinions below ---
Jurisdiction

Questions Presented
Statement of the Cage

Oral Findings of the District Court

Written Findings of the District Court

Conclusions of Law of the District Court

Propositions Relied upon for Denial of Writ

1. The findings of fact and conclusions of law of the trial
court and of the Supreme Court of Iowa did not go be-

yond the issues raised and litigated in this case _.__._____

2. The Iowa Courts did not err in holding and decreeing
invalid the new common stock received by the Bechtels

in exchange for their old worthless common stock _______

8. Money or property used to perpetrate a fraud can not
be recovered and the court was warranted in declaring
void and canceling the new stock which had been
issued for the old worthless common stock without re-

re tee Sen UN I a

4. The defendant corporation having obtained a permit from
the State of Iowa to transact business in the State of
Iowa and agreed to be bound by the laws of the State
of Iowa, the Supreme Court of Iowa did not err in finding
and holding that the so-calied reclassification was not
controlled or governed by the laws of Delaware and in
so holding did not violate any constitutional rights of
TO DEORE Sncenccecticnm

5. The Supreme Court of Iowa did not err in holding that
‘no right of petitioners under either the Constitution of

the United States or the State of Iowa had been violated __

6. There is no merit in the petitioners’ contention that they
were deprived of their property without due process of law
III: sithids th otiesiaeniip sttaaknaUnsiddousonestesbinkcinanabiaieninee

IID cto placid Si dneeisitgseaannedaiapananabiibielamaiais

Table of Cases Cited.

Corsicana*National Bank v. Johnson, 251 U. S. 68, 40S. Ct. 82
First Trust & Savings Bank (formerly Bechtel Trust Co.) et al
v. Iowa-Wisconsin Bridge Co., et al. 19 Fed. Sup. 127;
affirmed (8 C. C. A.) 98 Fed. (2) 416

Fitzgerald v. Fitzgerald & Mallory Con. Co., 44 Neb. 463, 62

- ae

ii

Page
Geddes v. ee eee ee 254 U. S. 590, 41 S.

Ct. 209 27, 31
German-American Coffee Co. v. Diehl, 216 N. Y. 57, 109 N. E. 875 _______ 3g
Heffern, etc. v. Gauthier, 22 Ariz. 67, 193 Pac. 1021 27
Heim v. Jacobs (8 C. C. A.) 14 Fed. (2d) 29 27
S. C. Holmes vy. E. S. Conway, 241 U. 8. 624, 36 S. Ct. Rep. 681 _.._._______ 44
Hoyt v. Hampe, 206 Iowa 206, 214 N. W. 718 26, 27
Towa Cent. Ry. Co. v. State of Iowa, 160 U. S. 389, 16 S. Ct. Rep. 344______ “4
Iroquois Iron Ore Co. v. Kruse (8 C. C. A.) 241 Fed. 433 _.........__ 4
Jones v. Missouri Edison Blec. Co. (8 C. C. A.) 233 Fed. 48 ____"__*" »_ 97
Lofland v. Cahill (Del.) 118 Atl. 1 30
Luther v. J. C. Luther Co., 118 Wis. 112, 94 N. W. 69 4
Munson v. Syracuse G. C. R. Co. 103 N. Y. 58, 8 N. B. 365 _....._______ 27

New York Life Ins. Co. v. Cravens, 178 U. S. 389, 20 S. Ct.

Rep. 962 37, 41
Paul v. Commonwealth of Va., 8 Wall. 168, 19 L. Ed. 357 _-______._____ 42
Pontiac Packing Co. v. Hancock, et al. 257 Mich. 45, 241

N. W. 268 25
Scottish Union & National Ins. Co. v, Herriott, 109 Iowa 606,

80 N. W. 655 41
Scully v. Automobile Finance Co. (Del.) 49 Atl. 54 _...-._______ 24, 27, 29
Sohland v. Baker (Del. 1927) 141 Atl. 277, 58 A. L. R. 693 _.___________ 29
State ex rel. Weede v. Bechtel, et al., 31 N. W. (2) 853 ____ 26, 34, 40, 42
State ex rel. Weede v. Iowa Southern Utilities Co., et al, 231

Iowa 784, 2 N. W. 372 38, 42
Thronson y. Universal Mfg. Co., et al. (Wisc.) 159 N. W. 575 _.________ 33
Tucker v. Natl. Sugar Refining Co. (N. J.) 84 Atl. 10 _________ 24, 27, 29
Waters-Pierce Oil Co. v. Texas, 177 U. S. 28, 20 Sup. Ct. Rep. 518 _._.____ 41
Weiditschka v. Supreme Tent Etc., 188 Iowa 183, 170 N. W. 300 dindcvpanandl 37
Weir v. Day, 57 Iowa 84 (10 N. W. 304) 32
Williams, et al v. Green Bay and W. R. Co. 326 U. S. 549,

66 Sup. Ct. Rep. 284 38

Table of Statutes Cited.
1939 Code of Iowa, Chapter 385, Sec. 8412 48
Sec. 8413 48
Sec. 8414 49
Sec. 8415 49
Sec. 8416 49
1939 Code of Iowa, Chapter 386, Sec. 8420 60
Sec. 8421 50
Sec. 8422 51
Sec. 8423 51

Fg te ey

OO RE

Page
Sec. 8424 52
Sec. 8425 52
Sec. 8426 52
Sec. 8427 52
Sec. 8428 id:

“Applying the above statement to the situation in
the instant case the beneficent result afforded by the
decree of Judge Graven was to restore to the preferred
shares their rights as they existed prior to the plan
adopted as of August, 1938. Further, it imposed no
illegal burden upon the Bechtel stock. What Mrs.
Bechtel had before that date was worthless. The de-
cree added nothing to the burden of such old stock. No
doubt the trial court had in mind that most wholesome
equitable maxim, ‘Equity suffers no wrong to be done
without a remedy.’ See Pomeroy’s Equitable Jur., 5th
Ed., Vol. 1, Section 35 et seq.”

2. Directors are primarily trustees for the corporation
and its stockholders, and their relation to the corporation
is of such a fiduciary nature that in transactions with the
corporation the burden is on them to show entire fairness
and full adequacy of consideration.

Hoyt v. Hampe, 206 Iowa 206, 214 N.W. 718.

‘ "
,
;
a) 7 Sa

Geddes v. Anaconda Copper Mining Co., 254 U. S.
590, 41 S. Ct. 209.

Such transactions are presumptively fraudulent.

Corsicana Natl. Bank v, Johnson, 251 U. S. 68, 40
S. Ct. 82. ....

3. Directors cannot, either directly or indirectly, in
their dealings on behalf of the corporation with others, or
in any other transaction in which they are under a duty
to guard the interests of the corporation, make any ‘profit
or acquire any personal benefit for themselves or for an-
other corporation to the disadvantage of the corporation
they control and are acting for.

Corsicana National Bank v. Johnson, 251 U. S. 68,
40 S. Ct. 82;

Jones v. Missouri Edison Elec. Co. (C. C. A. 8), 233
Fed. 49;

Heim v. Jacobs (8 C. C. A.), la S=4, (2d) 29;
Heffern, etc. v. Gauthier, 22 Aria. 67, 193 Pac. 1021;
Hoyt v. Hampe, 206 lowa 206, 214 N.W. 718;

Munson v. Syracuse G. C. R. Co. 108 N. Y. 58, 8
N. E. 355, 358;

Fitzgerald v. Fitzgerald and Mailory Con. Co., 44
Neb. 463, 62 N.W. 899;

, Fletcher Cyc. Corporations (perm. Ed.) Vol.’ 3, p.
207, Sec. 844; p. 299, Sec. 937; pp. 307-311, Sec.
944;

Iroquois Iron Ore. Co. v. Kruse (8 C. C. A.), 241
Fed. 433, 441, 442;

Scully v. Automobile Finance Co. (Del.), 49 Atl.
at 54;

Tucker v. National Sugar Refin. Co. (N. J.), 84
Atl. 10 at 15.

a

—282—

4, The issuance of new common stock in exchange
the old common stock was in violation of the statutes ¢
laws of Iowa, and in fraud of the preferred stockhold
and without consideration and void.

1939 Code of Iowa, Sections 8412 to 8416 and §
tions 8420 to 8428, and Chapter 387.

In First Trust and Savings Bank (formerly Bechtel Tr
Company) and Phoenix Finance Corporation vs. lot
Wisconsin Bridge Company, et al., 19 Fed. Sup. 127; affirn
(8 C. C. A.) 98 Fed. (2) 416; certiorari denied 305 U. S. 6
rehearing denied 305 U. S. 676; wherein bonds had b
fraudulently issued without proper consideration, :
bonds had beer fraudulently issued in exchange for f
ferred stock held by Phoenix Finance Corporation,
Court cancelled the bonds. The Court in 19 Fed. Sup.
said:

“Anticipating an adverse ruling, the petition
alternatively pray for a modification of the decree v
provisions commanding the re-issuing of certain sha
of stock to Phoenix Finance Corporation, which it c
celed when fraudulently obtaining the bonds. (
might conceive some invidious analogies to this sit
tion. Having attempted the strong box of another, :
being hosit by what is now claimed to be a premat
explosion, they volubly invoke the compassion of
Court to restore valuable implements of their c1
left behind. I see no reason why a court of eq
should be deeply concerned in giving an affirmat
relief to the Phoenix Finance Corporation. On

- other hand I think the petitions for rehearing sho
be denied and the motion to dismiss and vacate
decree overruled, and it will be so Ordered.”

oa

————While the Supreme Court of Iowa determined this n
ter under the laws of Iowa and the statutes of Iowa,
regardless of that fact the stock of the Bechtels is also al

— 29.

jutely void and entitled to be canceled under the laws of
the State of Delaware.

5. The issuance of new common stock in exchange for
the Bechtel old worthless common stock was also in viola-
tion of the laws of Delaware.

The Constitution of Delaware peividin Article 9

“Sec. 3. No corporation shall issue stock, except
for money paid, labor done or personal property, or
real estate, or leases thereof actually acquired by such
corporation.”

The conscious and intentional overvaluation of property
in exchange for stock IS ACTUAL FRAUD. The issuance
of new common stock for worthless old common stock was
actual fraud.

Scully v. Automobile Finance Co. (Del.), 49 Atl.
at 54;

Tucker v. National Sugar Refining Co. (N. J.), 84
Atl. 10 at 15;

In Sohland v. Baker (Del. 1927), 141 Atl. 277, 58
A. L. R. 693, at 708 the Court said:

“Various bankers testified that the stock pledged
had no collateral value in August of 1922.

“There is no evidence whatever that it had any
market value at that time from which the Bankers’
Mortgage Company could have hoped in any manner
to realize anything from this stock and Sohland had
no reasonable ground to believ "

___—“Fhe contentions of the appellants are almost entire-
ly based on the uncorroborated testimony of Alfred
Sohland, and our conclusion is that the Chancellor was.
correct in holding that the stock in question had no’

cash value when the stock of the Bankers’ Mortgage

Company was issued. The Foundry & Machine Works

stock haying no cash value there was no consideration

—_ |

for the issuance of the Bankers’ Mortgage Company
stock to the Sohlands and there was no error in tl
court below in decreeing that such stock be cancele
Ellis v. Penn Beef Co., 9 Del. Ch. 213, 89 Atl. 666.”

In Lofland v. Cahall (Del.), 118 Atl. 1, at page 5 tl
Court said:

“Our conclusion is, that the appellants, acting as d
rectors, issued to themselves the ninety shares of stoc
on September 19, 1911, not only without paying fe
the same AS REQUIRED BY THE CONSTITUTIO)
but without any consideration at all. They parted wit
nothing of value, paid nothing for the stock and ha
no thought of paying for it. Their act was a pu
gift from themselves as directors to themselves as it
dividuals without the consent or knowledge of th
other stockholders, and CONSTRUCTIVELY FRAUDI
LENT.”

Under the Constitution of Delaware stock can not |
issued without proper consideration. The old Bechtel con
mon stock was wholly worthless and did not constitute an
consideration for the new common stock, as noted in th
cases above cited. The Delaware Constitution is the si
preme law of Delaware and the old worthless Bechtel con
mon stock could not be exchanged for new par value stoc
a so-called reclassification plan.

6. The Bechtels were directors and officers of th
defendant corporation and in the exchange of the stoc
were dealing with themselves in fraud of the preferre
stockholders and under such a state of facts the burden
on them to show full fairness and adequacy of consider:
tion, and in this the record shows they gave no consider:
tion.

adios
In Geddes v. Anaconda Copper Mining Co., 254 U. S. 590,

41 S. Ct. Rep. 209, at 212 it is stated:

“The relation of directors to corporations is of such
a fiduciary nature that transactions between boards
having common members are regarded as jealously
by the law as are personal dealings between a director
and his corporation, and where the fairness of such
transactions is challenged the burden is upon those
who would maintain them to show their entire fairness
and where a sale is involved the full adequacy of the
consideration. Especially is this true where a common
director is dominating in influence or in character.
This court has been consistently emphatic in the appli-
cation of this rule, which, it has declared, is founded
in soundest morality, and we now add in the soundest
business policy. Twin-Lick Oil Co. v. Marbury, Mi

Co., 109 U. S. 522, 3 Sup. Ct. 315, 27 L. Ed. 1018; Wardell
v. Railroad Co., 103 U. S. 651, 658, 26 L. Ed. 508; Cersi-
cana National Bank v. Johnson, 251 U. S, G8, 9, 40 Sap.
Ct. 82, 64 L. Ed. 141.” (Italics supplied)

—32—
POINT THREE.

MONEY OR PROPERTY USED TO PERPETRATE
FRAUD CAN NOT BE RECOVERED AND THE COU!
WAS WARRANTED IN DECLARING VOID AND CA
CELING THE NEW STOCK WHICH HAD BEEN ISSUE
FOR THE OLD WORTHLESS COMMON STOCK WIT
OUT RESTORING THE STATUS QUO ANTE. THE NE
COMMON STOCK, HAVING BEEN ISSUED TO THE BEC
TELS IN VIOLATION OF CHAPTER 387 OF THE COI
OF IOWA WHICH PROHIBITED IT AND IN VIOLATIC
OF THE PUBLIC POLICY OF THE STATE AND IN FRAL
OF THE RIGHTS OF THE PREFERRED STOCKHOLDER
WAS PROPERLY CANCELED WITHOUT RESTORD
THE STATUS QUO ANTE.

(Answer to Petitioners’ Point 3, Brief pp. 11 and 12).

First Trust & Savings Bank (formerly Bechtel Trust Co:
pany) and Phoenix Finance Company vs. lowa-Wiscons
Bridge Company, et al., 19 Fed. Sup. 127; affirmed (8
C. A.) 98 Fed. (2) 416; certiorari denied to Supreme Con
of U. S. 305 U. S. 650; rehearing denied 305 U. S. 676. TI
case has been quoted from, supra, this brief, sustaining tl
proposition.

In Weir v. Day, 57 Iowa 84 (10 N.W. 304), which was :

: action to recover property conveyed in fraud of credito

the Court at page 86 said:

“If the plaintiff caused the conveyances to be ma
to the defendant with intent to hinder, delay or ¢
fraud his creditors, or any them, he is not entitled
recover. Holliday v. Holliday, 10 Iowa 200; 1 Sto
Eq. Jur., 61; Kerr on Frauds and Mistake, 375; Stephe
v. Harrow, 26 Iowa, 458. The evidence abundan!
shows that such was his intention.”

en ees

There is no question under the record in the instant
case that the Bechtels by the exchange of their old common
stock for new common stock intended to perpetrate a gross
fraud on the preferred stockholders of the defendant cor-
poration, and the issuance of that new common stock in
exchange for the old worthless stock was a gross fraud
against the preferred stockholders and the Court was right
in canceling the new common stock without restoring the
status quo ante. The Bechtels were not entitled to it.

In Thronson v. Universal Manufacturing Company, et al.
(Wisc.), 159 N.W. 575, where state courts prohibited sale
by corporation of its stock except for money, labor, or
property received at par value and making sales in con-
travention thereof void, it was held that the purchaser of
the stock could not recover the consideration he paid be-
cause the transaction was prohibited by law and in violation
of the public policy of the state of Wisconsin, and void.

The decree cancelled the new common stock which the
Bechtels had obtained in violation of the public policy of
the laws of the State of Iowa and in violation of the statutes
of Iowa and in fraud of the preferred stockholders. They
were not entitled to that stock and the decree canceled
what they were not entitled to. They had voluntarily sur-
rendered and canceled their old worthless common stock
while fraudulently obtaining the new common stock and
the old common stock had ceased to exist; it was ~—
worthless. DaTEece oe ee

The so-called “plan of reclassification” was never legally
adopted because of the fraud which inhered in it and
because it violated the statutes and public policy of the
State of Iowa. The petitioners in the trial court contended
that the status quo ante could not be restored and offered
testimony to that effect (Walter Hulstedt, Tr., Vol. 4, pp.
2615 to 2679; Court’s oral finding, R. p. 366, lines 8 to 24).

—34—

The petitioners in their opening brief on appeal in the
Supreme Court of Iowa, stated:

“The stocx records introduced by plaintiff for other
purposes show that there were innumerable sales and
purchases of the new common in the period from
August 3, 1938 to February 15, 1940, as there were bound
to be in a corporation with some four thousand small
individual stockholders. It is therefore clear that the
task of unscrambling the eggs necessary to restore the
status quo ante would be an impossible one,” (R. p. 450,
lines 21 to 29).

The effect of the so-called reclassification plan is very
tersely stated in the opinion of the Iowa Supreme Court.

In State v. Bechtel, 31 N.W. (2) 853, at 865, paragraph
number 7 of the opinion, the Court said:

“Let us see what the effect of this reclassification
was so far as the 100,000 shares of worthless stock were
concerned. This worthless stock under such plan was
to be cancelled and there were reissued in lieu thereof
the 39,468 shares of new common stock each with
a value of $15.00 per share, thus giving to such shares
a total dollar value of $592,020.00 of equal parity to
the retired preferred stock, save as to the payment of
overdue dividends. In argument, counsel characterized
this transaction as ‘reaching up and pulling over a
half million dollars out of thin air.’ Judging from
its effects it cam hardly be said that such was an over-
statement. It seems to us that to put into effect such
a transaction would be shocking to a moral or equitable
conscience. It seems to us that those who professed
to speak for the preferred stockholders were derelict
in their duty to protect the interests of those in whose
interests they were bound to act. Most of the preferred
stock of the August 1, 1938 meeting was in the hands of
proxies. As such proxies they would be bound to pro-
tect the interests of those for whom they were to act.
It can hardly be said that they did so at this meeting.”

CO reer oe

—35—

The new common stock which the Bechtels received
was properly cancelled without the restoration of the
status quo ante, not only because it had been used as an
instrumentality to perpetrate a fraud and contrary to the
public policy of the State of Iowa but also because equity
required it. The Bechtels were not entitled to profit by
their own wrong. They asserted in the Supreme Court
that the status quo ante could not be restored, obviously
intending to retain the loot of approximately $600,000
of new common stock without paying therefor. Equity
required that the new common stock issued to the Bech-
tels be canceled. Having taken that position before the
Supreme Court of Iowa they are not now in any position
to contend before this Court as a reason for writ of certio-
rari that status quo ante should have been restored which
they contended in the lower court and in the Supreme
Court of Iowa could not be done. The petitioners are not
entitled to benefit by their own fraud and wrong.

enone ead

ree

EEE EOE 2a:

— =

POINT FOUR.

THE DEFENDANT CORPORATION HAVING OB-
TAINED A PERMIT FROM THE STATE OF IOWA TO
TRANSACT BUSINESS IN THE STATE OF IOWA AND
AGREED TO BE BOUND BY THE LAWS OF THE STATE
OF IOWA, AND ALL OF ITS BUSINESS AND PROPERTY
AND BOOKS AND RECORDS BEING LOCATED IN THE
STATE OF IOWA, AND ALL OF ITS OFFICERS AND
DIRECTORS, SAVE ONE, BEING RESIDENTS OF THE
STATE OF IOWA, THE SUPREME COURT OF IOWA DID
NOT ERR IN FINDING AND HOLDING THAT THE SO.
CALLED RE-CLASSIFICATION WAS NOT CONTROLLED
OR GOVERNED BY THE LAWS OF DELAWARE AND
IN SO HOLDING DID NOT VIOLATE ANY CONSTITU-
TIONAL RIGHTS OF THE PETITIONERS.

(Answer to Petitioners’ Point 4, Brief pp. 12, 13 and 14).

The defendant corporation obtained a permit to do
business in Iowa and agreed to be bound by the laws of the
State of Iowa while incorporated in Delaware. All of its
business and all of its books and records and property are
located in the State of Iowa, and all of its officers and
directors, save one, are residents of the State of Iowa and it
is subject to all of the laws of the State of Iowa.

In German-American Coffee Co. v. Diehl, 216 N. Y. 57,
109 N. E. 875, at 876, the eminent Justice Cardoza, speaking
for the court said:

“As long as a foreign corporation keeps away from
this state it is not for us to say what it may do or not
do. But when it comes into this state and transacts
its business here, it must yield obedience to our laws.
(Sinnott v. Hanan, 214 N. Y. 454, 458, 108 N. E. 858). For
many purposes the fic“°on of its residence in the state
of its origin must then be disregarded. (citing cases).

<x

This statute makes no attempt to regulate foreign cor-
porations while they keep within their domicile. It
is aimed against them only while they elect to live
within our borders. The duty which it imposes arises
only when they come to us, and ends the moment that
they leave us. Such a statute, however phrased, is, in
effect, a condition on which the right to do business
within the state depends. (Citing cases.) * * * If they
take the corporation out of the state, they may declare
dividends as they please. If they elect to keep it with
us, they must not lead it into paths of ruin. In these
days, when countless corporations, organized on paper
in neighboring states, live and move and have their
being in New York, a sound public policy demands that
our Legislature be invested with this measure of con-
trol. If the control is irksome, it may be avoided by
leaving us.”

In the case of Weiditschka v. Supreme Tent K. M. W.,
188 Iowa 183, 170 N.W. 300, 301, 175 N.W. 835, speaking of
the right of a foreign corporation to do business in lowa
the court (Ladd, C. J.) said:

“The defendant association had no right to trans-
act business in this state without permission, and even
then was bound to proceed in acccordance with its
laws.” (Citing many cases)

In New York Life Insurance Co. v. Cravens, 178 U. S.
389, 20 Sup. Ct. Rep. 962, at 967 the Court said:

“The power of a state over foreign corporations is
not less than the power of a state over domestic cor-
porations. No case declares otherwise. We said in
Orient Ins. Co. v. Daggs, 172 U. S. 557, 43 L. ed. 552,
19 Sup. Ct. Rep. 281:

“*That which a state may do with corporations of
its own creation it may do with foreign corporations
admitted into the state. This seems to be denied; if
not generally, at least as to plaintiff in error. The denial

—niice.

is extreme and cannot be maintained. The power of
a state to impose conditions upon foreign corporations
is certainly as extensive as the power over domestic
corporations, and is fully explained in Hooper v. Cali-
fornia, 155 U. S. 648, 39 L. ed. 297, 5 Inters, Com. Rep.
610, 15 Sup. Ct. Rep. 207, and need not be repeated.’”

The Court had jurisdiction of the subject matter; it had
jurisdiction of the corporate defendant and jurisdiction of
the. individual defendants, all of whom resided in Iowa,
with all the books and records of the corporation within
the jurisdiction of the court; nearly all the witnesses re-
sided in Iowa and the case could be most conveniently tried
in Iowa. The petitioners claim that it involved the internal
affairs of the corporate defendant is wholly without merit.
Under the facts developed “the corporate defendant was _
nothing except what is known to the law as a tramp cor-
poration” and its residence was in fact more in Iowa than
it was any pluce else.

Williams, et al. v. Green Bay and W. R. Co., 326
U. S. 549, 66 Sup. Ct. Rep. 284.

In State, ex rel Weede v. lowa Southern Utilities Co. of
Delaware, 231 Iowa 784, 2 N.W. (2) 372. In passing on the
question as to rights of the Iowa courts to determine the
matters presented by the petition of the plaintiff, the Court
made an exhaustive review of the authorities and, among
other things, said: (Record p. 110 to p. 135)

“In passing upon these propositions, it must be
kept in mind that while the appellee is a corporation
organized under the laws of Delaware, it is what the
authorities or decisions speak of as a ‘tramp’ or ‘migra-
tory’ corporation. (Citing cases) ‘While this practice
of taking out a charter in one state to do business solely
in another is probably too general and too long recog-
nized to be questioned. The courts of a state in which
such business is to be done are ordinarily reluctant to

oiiie

adopt a construction of the local laws which would
enable corporations, by resorting to such practice, to
receive, by reason of foreign incorporation, more fav-
orable treatment than similar corporations.” * * *
(R. p. 110)

“Speaking generally, a state may exclude a foreign
corporation from transacting business within its bor-
ders, or condition its admittance, as it sees fit, provid-
ing it does not thereby violate its own Constitution or
the Constitution of the United States. We have men-
tioned two exceptions to this rule of law. Some other
exceptions are referred to in Hanover -Fire Ins. Co. v.
Carr, 272 U. S. 491, 47 S. C. 179, 71 L. Ed. 372, 49 A. L. R.
713, but the appellee comes within no exception. Many
authorities could be mentioned.” (Citing numerous
cases from the Supreme Court of the United States and
of the Supreme Court of Iowa.) * * * (R. p. 112)

“In Am. Fidelity Co. v. Bleakley, supra, (157 Iowa
442, 446) this Court said: The state has the undoubted
right to say whether foreign corporations shall be per-
mitted to do business here at all, and, if such permission
is granted, it may be upon such terms and conditions
as the state shall prescribe. And where it is the mani-
fest intention to limit or restrict the powers given to
such corporation by its charter, courts have no authority
to override such legislation on the ground of comity
between the states. Within its power, the state, through
its legislature, is supreme, and the court’s duty is ended
when it determines what the statutory law is.’” (R. pp.
115-116) * * *

“In Am. Jur. Sect. 439, p. 433, the author states:
‘A state has visitorial po'ver over foreign corporations
insofar as they are doing business within the state, and
in connection with the acts constituting such business;
and such regulation by a state is not deemed to inter-
fere with the internal affairs or management of such
corporations.’” (Citing U. S. Supreme Court cases.)
*** (R. p. 119)

oo eccmnen re pr vile map emewee nine oe fe

Page err er et ETT Ie » *

joie

“There was a time when courts would have given
weight to such a statement, but we may now say it is
uniformly conceded that the question is not one of
jurisdiction or power in the court of a state which is
not the legal domicile of a foreign corporation, but it
is a question rather of discretion in the court as to
whether it will exercise jurisdiction. It is a question
of the balance of convenience, of whether considera-
tions of public policy, efficiency, expedience and‘justice
to all parties interested demand that jurisdiction be
retained in the foreign court, or that it be declined un-
der the rule of forum non conveniens.” * * * (R. p. 123.)

In the opinion of the Supreme Court of Iowa, 31 N. W.
(2) 853, Record pages 482 to 523, the Court definitely lays
down the rule that the Court had full jurisdiction of all of
the necessary parties and of the corporation and approved
definitely the rule as laid down in the opinion by Chief
Justice Bliss, heretofore referred to. We direct the Court’s
particular attention to Record page 507, Division VIII of
the opinion to and including that part of Division VIII
appearing on Record page 510, and in this the Court, among
other things, said:

“Neither justice nor the practical necessities of the
modern world can lend a sympathetic ear to the claim
of a foreign corporation, with all of its business in lowa
—plants, records, officers, etc., that under its articles
issued to it by the authority of the foreign state, it can
come into our state and violate its statutory require-
ments.” (R. p. 509)

The Statutes of Iowa under which the corporate defend-
ant procured a permit to do business are controlling and
it cannot be claimed that sch statutes interfered with the
contractual rights or liberties of the corporation by virtue
of the Constitution of the United States since the State of
Iowa has the power to compel foreign corporations to be
subject to its statutes as a condition of the right to do busi-

eis,

ness in the state. The legislature of Iowa had the power to
pass laws regulating and prescribing the conditions under
which foreign corporations may do business in Iowa, and
such legislation is not in conflict with any provisions of
the Constitution of the United States. The Supreme Court
of the State of Iowa has passed on and construed these
statutes and this Court has held in similar cases that where
the Supreme Court of a state has passed on its statutes
and laws relating to conditions permitting foreign corpora-
tions to transact business within a state that this Court will
follow such decisions. The enforcement of a statute applic-'
able to a foreign corporation transacting business in Iowa
can not be held to be a violation of the Constitutional rights
of any stockholder of such corporation.

New York Life Insurance Co., plff in err., v.
Cravens, 178 U. S..389, 20 Sup. Ct. Rep. 962.

Waters-Pierce Oil Co. v. Texas, 177 U. S. 28, 20 Sup.
Ct. Rep. 518.

POINT FIVE.

THE SUPREME COURT OF IOWA DID NOT ERR IN
HOLDING THAT NO RIGHT OF PETITIONERS UNDER
EITHER THE CONSTITUTION OF THE UNITED STATES
OR THE STATE OF IOWA HAD BEEN VIOLATED.

1. Section 1 of Article IV. of the Federal Constitution
is the full faith and credit provision.

2. No act, record, or judicial proceeding of Delaware
has been denied full faith and credit. Simply because Dela-
ware chartered the corporation that does not require the
State of Iowa to admit it to transact business within its
border unconditionally, nor to breach its laws.

Scottish Union and National Ins. Co. v. Herriott,
109 Iowa 606, 611 et seq., 80 N.W. 665.

Le APO NRO Neg ran) De ane

—

3. The corporate defendant was not a citizen under
Section 1 of the Fourteenth Amendment which could enter
the State of Iowa in violation of conditions imposed by that
state. It is being treated the same as all foreign and do-
mestic corporations of its class. It has not been deprived
of any property rights under the due process clause of the
Federal Constitution, nor been subjected to any arbitrary
or unreasonable conditions and has been granted equal
protection of the laws.

Paul v. Commonwealth of Va., 8 Wall. 168, 19 L. ed.
357;

Ballantine, Private Corp., Sec. 287;

Thompson on Corporations, 3rd. Ed., Section 6594;

23 Am. Jur., Sec. 286;

State, ex rel Weede, v. lowa Southern Utilities Co.,
(R. p. 135), 231 Iowa 784, 2 N. W. (2) 372, at 395;

State, ex rel Weede, v. Bechtel, et al., (R. par. VIIL,
pp. 507, 508, 509), 31 N.W. (2) 853, at 864-865.

POINT SIX.

THERE IS NO MERIT IN THE PETITIONERS’ CON-
TENTION THAT THEY WERE DEPRIVED OF THEIR
PROPERTY WITHOUT DUE PROCESS OF LAW IN VIO-
LATION OF SECTION 1 OF ARTICLE IV OF THE CON-
STITUTION OF THE UNITED STATES AND OF THE
FIFTH AND FOURTEENTH AMENDMENTS TO THE
CONSTITUTION OF THE UNITED STATES.

1. The violations of the Iowa Statutes and the fraudu-
lent character of the so-called re-classification plan and
the fraudulent character of the issuance of the new common
stock for the old worthless Bechtel common stock was di-
rectly in issue, not only was it directly in issue but it was

ae

also fully litigated by the petitioners. The petitioners were
represented by their present counsel from the commence-
ment of and throughout the trial (Tr., Vol. 1, pp. 1 and 2
and throughout the Trans.). The petitioners were given
full opportunity to defend and have had a fair trial.

2. The trial commenced on the First day of September
1943 (Tr. Vol. 1, p.1). The evidence closed on the 18th day
of December 1943 (R. p. 359). The trial continued for
three months and eighteen days and the petitioners had
ample opportunity to offer any evidence that they desired
to offer.

3. The arguments of counsel for plaintiff began on
December 23, 1943 and continued through December 29,
1943, six days. The argument for the corporate defendant
began and closed on December 30, 1943. The argument of
Mr. Cook, counsel for the defendants and for the petitioners
herein, began January 6, 1944 and closed January 10, 1944,
lasted four days. The reply arguments of counsel for plain-
tiff occupied January 11 and January 12, 1944. Further
arguments by Mr. Cook, Mr. Havner and Mr. Ontjes were
made at the morning session January 13, 1944, and then
the Court adjourned until January 19, 1944 (R. p. 359). It
will be noted that full hearing was had and ample time
given to counsel for the various parties including the peti-
tioners herein to argue the cause.

4. On January 19, 1944 at ten o’clock A. M., the trial
court made his oral findings in which he discussed the
issues and the evidence and stated what his findings were
(R. p. 359 to p. 376).

5. It was not until two days later, January 21, 1944, that
the court made and filed his written findings of fact and
conclusions of law (R. p. 328, line 14 to p. 351, line 12).

6. The record shows the petitioners made no claim
that the oral findings went beyond the issues nor decided
any matter that was not involved. They did not suggest

_— -

eR YR ROTI OE eine See ic

NN ene

cup tt LEOL LILLIE A

pap Wis

any surprise on their part nor a desire for any further hear-
ing and did not ask leave to offer additional testimony, al-
though they had two days to do so between the time of the
court’s oral findings and his written findings of fact and
conclusions of law (R. p. 376; Tr., Vol. 4, p. 2878).

7. The petitioners did not serve their notice of appeal
to the Supreme Court of Iowa until February 21, 1944 (R. p.
351, line 14 to p. 352, line 15), not until thirty days after the
court had made and filed its written findings of fact and
conclusions of law. During that thirty days the petitioners
made no motion to re-open the case nor ask for further
hearing or opportunity to offer further evidence, and did
not make any motion to set aside or to modify any of the
court’s findings of fact and conclusions: of law,

In S. C. Holmes, Pliff., in Err., v. E. S. Conway, 241 U.S,
624, 36 Sup. Ct. Rep. 681, at 683, the Court said:

“At the final trial he was given full opportunity to
defend himself in his own way and to an extent satis-
factory to himself. Consequently every requirement of
due process of law has been satisfied, * * *

“Considering Holmes’s position as an officer of the
court, and patient hearings accorded him, his own
testimony, and duty to offer in evidence whatever was
obtainable and material, his actual presence at every
stage of the proceedings, his failure to suggest surprise
or desire for any further hearing, the inquiry touching
his conduct, pending for many months, his perfect ac-
quaintance with all the unusual circumstances including
his own liability, and looking at the substance, and not
mere form, of things, we are unable to say that he has
been deprived of adequate notice or fair opportunity
to defend, and thereby denied due process of law.”
(Italics supplied)

In Iowa Cent. Ry. Co. v. State of Iowa, 160 U. S. 389, 16
Sup. Ct. Rep. 344, it is held: “It is not a right, privilege,
or immunity of a citizen of the United States, within the

ee ae ee

esti

meaning of Const. Amend. 14, to have a controversy in the
state court prosecuted or determined by one form of action,
rather than by another. The Court said:

“Whether the court of last resort of the state of
Iowa properly construed its own constitution and laws,
in determining that the summary process under those
laws was applicable to the matter which it adjudged,
was purely the decision of a question of state law, bind-
ing upon this court. Mere irregularities in the proced-
ure, if any, were matters solely for the consideration of
the judicial tribunal within the state empowered by the
laws of the state to review and correct errors committed
by its courts. Such errors affect merely matters of state
law and practice, in no way depending upon the consti-
tution of the United States, or upon any act of Con-
gress. Ludeling v. Chaffe, 143 U. S, 301, 305, 12 Sup. Ct.
439. (Italics supplied.)

“As said by this court, speaking through Mr. Chief
Justice Fuller, in Leeper v. Texas, 139 U. S. 462, 11 Sup.
Ct. 577: ‘Law in its regular course of administration
through courts of justice, is due process; and, when
secured by the law of the state, the constitutional re-
quirement is satisfied.’ There was a ‘regular course
of administration’ in the case at bar, as that term was
employed in the case cited.”

CONCLUSION.

We respectfully submit that the petition for writ of
certiorari should be denied.
H. M. HAVNER,
FRED A. ONTJES,
Counsel for Respondents..
HAVNER & POWERS,
Of Counsel.

—46—
APPENDIX.
CODE OF IOWA, 1939.

Chapter 387.

Section 8433. Capital Stock and Permit. Sections
8412 to 8416, inclusive, and 8420 to 8428, inclusive, are here-
by made applicable to any foreign corporation which di-
rectly or indirectly owns, uses, operates, controls, or is con-
cerned in the operation of any public gasworks, electric
light plant, heating plant, waterworks, interurban or street
railway located within the state, or the carrying on or any
gas, electric light, electric power, heating business, water-
works, interurban or street railway business within the
state, or that owns or controls, directly or indirectly, any
of the capital stock of any corporation which owns, uses,
operates or is concerned in the operation of any public gas-
works, electric light plant, electric power plant, heating
plant, waterworks, interurban or street railway located
within the state, or any foreign corporation that exercises
any control in any way or in any manner over any of said
works, plants, interurban or street railways or the business
carried on by said works, plants, interurban or street rail-
ways by or through the ownership of the capital stock of
any corporation or corporations or in any other manner
whatsoever, and the ownership, operation, or control of any
such works, plants, interurban or street railways or the busi-
ness carried on by any of such works or plants or the owner-
ship or control of the capital stock in any corporation own-
ing or operating any of such works, plants, interurban or
street railways by any foreign corporation in violation of the
provisions of this chapter is hereby declared to be unlaw-
ful. (S13. Sec. 1641-1; C24, 27, 31, 35, Sec. 8433.)

Section 8434. Holding Companies. The provisions of
this chapter are hereby made applicable to all corporations,
including so-called “holding companies” which by or
through the ownership of the capital stock in any other
corporation or corporations or a series of corporations
owning or controlling the capital stock of each other can or

—47—

may exercise control over the capital stock of any corpora-
tion which owns, uses, operates, or ie concerned in the oper-
ation of any public gasworks, electric light plant, electric
power plant, heating plant, waterworks, interurban or street
railway located in the state, or the business carried on by
such works or plants. (S13, Sec. 1641-m; C24, 27, 31, 35
Sec. 8434)

Section 8435. Annual Report—fee. All corporations
subject to the provisions of this chapter are hereby required
to pay the annual fee and to make the annual report in the
form and manner and at the time as specified in Chapter
388. (S13, Sec. 1641-n; C24, 27, 31, 35, Sec. 8435.)

Section 8436. Sale of Capital Stock. The provisions of
this chapter are hereby made applicable to the sale of its
own capital stock by any corporation subject to the pro-
visions of this chapter, whether said capital stock has been
heretofore issued by said corporation or not, including the
sale of so-called “treasury stock” or stock of the corporation
in the hands of a trustee or where the corporation partici-
pates in any way or manner in the benefits of said sales,
and also to the sale of any of the obligations of any corpora-
tion subject to the provisions of this chapter, the payment
of which is secured by the deposit or pledge of any of the
capital stock of said corporation. (S13, See. 1641-0; C24, 27,
31, 35, Sec. 8436.)

Section 8437. Violations—stock void. Shares of capi-
tal stock of any corporation owned or controlled in viola-
tion of the provisions of this chapter shall be void and the
holder thereof shall not be entitled to exercise the powers
of a shareholder of said corporation or permitted to partici-
pate in or be entitled to any of the benefits accruing to
shareholders of said corporation, and sections 8430 to 8432,
inclusive, are hereby made applicable to violations of the
provisions of this chapter; and courts and juries shall con-
strue this chapter so as to prevent evasion and to accomplish
the intents and purposes hereof. (S13, Sec. 1641-p; C24, 27,
31, 35, Sec. 8437)

Le INS EEE Re

es

Section 8438. Dissolution—receiver. Courts of equity
shall have full power to dissolve, close up, or dispose of
any business or property owned, operated or controlled in
violation of the provisions of this chapter; to dissolve any
corporation owning or controlling the capital stock of any
other corporation in violation of the provisions of this
chapter and to close up or dispose of the business or prop.
erty of said corporation; and if the court finds that, in order
to carry out the purposes of this chapter, it is necessary s«
to do, it may dissolve the corporation issuing the stock
which is owned in violation of the provisions of this chap
ter, close up the business of said corporation and dispose o|
its property, and the court may also appoint a receiver whe
shall be a resident of Iowa for any business or for any
corporation which has violated the provisions thereof o1
of the corporation issuing the stock which is held in viola.
tion thereof. Any action to enforce the provisions of thi:
chapter may be instituted by the attorney general in the
name of the state of Iowa or by a citizen in the name o!
the state of Iowa at his own proper cost and expense, re
serving, however, to the stockholders owning capital stock
not held in violation of this chapter all rights possessec
by them. (S13, Sec. 1641-q; C24, 27, 31, 35, Sec. 8438)

CHAPTER 385.
Code of 1939.

Section 8412. Par value Required. No corporatior
organized under the laws of this state, except building anc
loan associations, shall issue any certificate of a share o
capital stock, or any substitute therefor, until the corpora
tion has received the par value thereof. (S13, Sec. 1641-b
C24, 27, 31, 35, Sec. 8412)

Section 8413. Payment in property other than cash
If it is proposed to pay for said capital stock in property
or in any other thing than money, the corporation proposing
the same must, before issuing capital stock in any form
apply to the executive council of the state for leave so t
do. Such application shail state the amount of capital stock

ation
- and
re of
0ra-
41-b;

cash.

perty
osing

—49—

proposed to be issued for a consideration other than money,
and set forth specifically the property or other thing to be
received in payment for such stock. (S13, Sec. 1641-b; C24,
27, 31, 35, Sec. 8413)

Section 8414. Executive Council to Fix Amount. The
executive council shall make investigation, under such
rules as it may prescribe, and ascertain the real value of
the property or other things which the corporation is to
receive for the stock. It shall enter its finding, fixing the
value at which the corporation may receive the same in
payment for capital stock; and no corporation shall issue

capital stock for said property or thing in a greater amount

than the value so fixed. (S13; Sec. 1641-b, C24, 27, 31, 35,
Sec. 8414.)

Section 8415. Elements Considered in Fixing Amount.
For the purpose of encouraging the construction of new
steam or electric railways and manufacturing industries
within this state, the labor performed in effecting the
organization and promotion of such corporation, and the
reasonable discount allowed or reasonable commission
paid in negotiating and effecting the sale of bonds for the
construction and equipment of such railroad or manufac-
turing plant, shall be taken into consideration by said
council as elements of value in fixing the amount of capital
stock that may be issued. (S13, Sec. 1641-b; C24, 27, 31, 35,
Sec. 8415.)

Section 8416. Certificate of Issuance of Stock. It shall
be the duty of every corporation, except corporations quali-
fied under chapter 386 or chapter 417, to file a certificate
under oath with the secretary of state, within ten days
after the issuance of any capital stock, stating the date of
issue, the amount issued, the sum received therefor, if pay-
ment be made in money, or the property or thing taken, if
such be the method of payment. (S13, Sec. 1641-c; C24, 27,
31, 35, Sec. 8416.)

—
CHAPTER 386.
Code of 1939.

Section 8420. Application for Permit. Any corporatic
for pecuniary profit organized under the laws of anoth
state, or of any territory of the United States, or of a
foreign country, which has transacted business in the sta
of Iowa since September 1, 1886, or desires hereafter.
transact business in this state, and which has not a perm
to do such business, shall file with the secretary of state
certified copy of its articles of incorporation, duly attest
by the secretary of state or other state officer, in who
office the original articles were filed, accompanied by
resolution of its board of directors or stockholders authori
ing the filing thereof, and also authorizing the filing therec
and also authorizing service of process to be made up
any of its officers or agents in this state engaged in tran
acting its business, and requesting the issuance to su
corporation of a permit to transact business in this stat
said application to contain a stipulation that such pern
shall be subject to the provisions of this chapter. (C97, S
1637; S13, Sec. 1637; C24, 27, 31, 35, Sec. 8420.)

Section 8421. Details of Application—Secretary
State as process Agent. Said application shall also co
tain a statement subscribed and sworn to by at least ty
of the principal officers of the corporation, setting for
the following facts, to-wit:

1. The total authorized capital of the corporation.

2. The total paid up capital of the corporation.

3. The.total value of all assets of the corporation, i
cluding money and property other than money represent
by capital, surplus, undivided profits, bonds, promisso
notes, certificates of indebtedness or other designatic
whether carried as money on hand or in bank, real este
or personal property of any description.

ration
1other
f any
: State
ter to
vermit
tate a
tested
whose
by a
horiz-
iereof,
upon
trans-
' such
state;
permit
7, Sec.

ry of
» con-

yn, in-
sented
issory
ation,
estate

=

4. The total value of money and all other property the
corporation has in use or held as investment in the state, at
the time the statement if made (if any).

5. The total value of money and all other property
the corporation proposes or expects to make use of in the
state, during the ensuing year.

6. Certified copy of the resolution of the board of
directors of said corporation giving name and address in
lowa of a resident agent on whom the service of original
notice of civil suit in the courts of this state may be served.
Failing which, or in the event such agent may not be found
within the state, service of such process may then be made
upon said corporation through the secretary of state by
sending the original and two copies thereof to him, and on
the original of which he shall accept service on behalf of
said corporation, retain one copy for his files and send the
other by registered mail to the corporation at the address of
its home office as shown by the records in his office, which
service shall have the same force and effect as if lawfully
made upon said corporation within the county where such
civil suit could be maintained against it under the laws
of this state. (S13; Sec. 1637; C24, 27, 31, 35, Sec. 8421.)

Section 8422. Secretary of State to Determine Values.
The secretary of state can make such independent and
further investigation as to the property within this state
owned by any such corporation as he may desire, and upon
the true facts determine the value thereof, and fix the fee
to be paid by such company. (S13, Sec. 1637; C24, 27, 31,
35, Sec. 8422)

Section 8423, Fees. Before a permit is issued authoriz-
ing such corporation to transact business in the state, said
corporation shall file with the secretary of state a certified
copy of the articles of incorporation, with resolution and
statement as previously set forth, and pay a filing fee of
twenty-five dollars upon ten thousand dollars or less of
money and property of such company actually within the
state, and of one dollar for each one thousand dollars of

~~

such money or property within this state in excess of
thousand dollars. (C97, Sec. 1637; S13, Sec. 1637; C24
31, 35, Sec. 8423.)

Section 8424. Increase of capital—blanks. If from |
to time the amount of money or other property in us
the state by said foreign corporation is increased,
corporation shall at the time cf said increase, or at
time of making annual report to the secretary of stat
July of each year, file with the secretary of state a sy
statement showing the amount of such increase and s
pay a filing fee thereon of one dollar for each one thou:
dollars or fraction thereof of such increase. The secre
of state shall upon request furnish a blank upon whic
make report of such increase of capital in use within
state. (C97, Sec. 1637, S13, Sec. 1637; C24, 27, 31, 35,
8424.)

Section 8425. Exemption. Any corporation transac
business in this state prior to September 1, 1886, shal
exempt from the payment of the fees required under
provisions of sections 8423 and 8424. (C97, Sec. 1637;
Sec. 1637, C24, 27, 31, 35, Sec. 8425.)

Secti . 8426. Issuance of permit—effect. The s«
tary of state, shall thereupon issue to such corporatio
permit, in such form as he may prescribe, for the transac
of the business of such corporation, and upon the receij
such permit said corporation shall be permitted and aut
ized iv conduct and carry on its business in this state. (
Sec. 1637; S13, Sec. 1637; C24, 27, 31, 35, Sec. 8426.)

Section 8427. Denial of Right to Sue. No foreign s
corporation doing business in this state shall maintain
action in this state upon any contract made by it in
state unless prior to the making of such contract it :
have procured such permit. This prohibition shall
apply to any assignee of such foreign stock corporation
to any person claiming under such assignee of such foi
corporation or under either of them. (C24, 27, 31, 35,
8427.)

of ten

C24, 27,

ym time
| use in
d, said
- at the
state, in
a sworn
id shall
rousand
ecretary
vhich to
thin the

e secre-
ration, a
nsaction
eceipt of
| author-
e. (C97,

gn stock
tain any
t in this
it shall
hall also
tion and
n foreign
, 35, Sec.

— ws

Section 8428. Alphabetical Records Required. The
secretary of state shall number consecutively all such certi-
fied copies heretofore and hereafter filed in his office and
shall maintain a card index thereof arranged and shall
preserve the same and the originals of said certified copies
as permanent records of his office. (C24, 27, 31, 35, Sec.
8428.)

Section 8430. Violations by corporations. Any foreign
corporation that shall carry on its business in violation of
the provisions of this chapter in the state of Iowa, by its
officers, agents, or otherwise, without having complied with
the preceding sections of this chapter and taken out and
having a valid permit, shall forfeit and pay to the state,
for each and every day in which such business is trans-
acted and carried on, the sum of one hundred dollars, to
be recovered by suit in any court having jurisdiction. (C97,
Sec. 1639, C24, 27, 31, 35, Sec. 8430.)

Section 8431. Violation by Officers. Any agent, officer,
or employee who shall knowingly act or transact such busi-
ness for such corporation, when it has no valid permit as
provided herein, shall be guilty of a misdemeanor, and for
such offense shall be fined not to exceed one hundred dol-
lars, or be imprisoned in the county jail not to exceed
thirty days, or be punished by both such fine and imprison-
ment, and pay all costs of prosecution. (C97, Sec. 1639, C24,
27, 31, 35, Sec. 8431.)

Sev..on 8432. Status of Corporation and Officers. Noth-
ing contained in this chapter shall relieve any person, com-
pany, corporation, association or partnership from the per-
formance of any duty or obligation now enjoined upon or
required of it, or from the payment of any penalty or lia-
bility created by the statutes heretofore in force, and all
foreign corporations, and the officers and agents thereof,
doing business in this state shall be subject to all the lia-
bilities, restrictions and duties that are or may be imposed
upon corporations of like character organized under the
general laws of this state, and shall have no other or greater
powers. (C87, Sec. 1639; C24, 27, 31, 35, Sec. 8432.)

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386416_2117%3A3. Public record. Not legal advice.