Pierce v. Crompton , 13 R.I. 312 ( 1881 )

The court is of opinion that an assignment by a non-resident debtor cannot have the effect of suspending or dissolving a previous attachment or levy under Pub. Laws R.I. cap. 723, § 1, of June 20, 1878, that section being applicable only where the assignment is made by a resident debtor. The court is also of opinion that a foreign debtor corporation is to be regarded under the section as a non-resident debtor. The demurrer to the bill is therefore sustained.

The court is of opinion that a foreign corporation doing business in this State has only such powers as have been conferred upon it by its charter or by the laws of the State to which it owes its existence; that it gains no additional powers by doing business here, because this State does not give it any, but only allows it, as a matter of comity, to exercise such as it has; and consequently, inasmuch as the American Mills Company had no power under the laws of New York to make an assignment for the benefit of its creditors in contemplation of insolvency, that the voluntary assignments made by the company to the complainant, Thomas A. Pierce, are void. Harris v. Thompson, 15 Barb. S.C. 62;Robinson v. The Bank of Attica, 21 N.Y. 406; Loring v. TheUnited States Vulcanized Gutta Percha Co. 30 Barb. S.C. 644;Sibell v. Remsen, 33 N.Y. 95. The plea to the bill is therefore sustained.

We wish to add that in coming to this conclusion we have kept in mind the fact that the complainant is simply a voluntary assignee of the corporation, having only a deed of assignment without possession of the property assigned, and that he therefore can have acquired no right or claim to the protection of the court by estoppel.

Unless the complainant wishes to contest the fact that the law of New York is an alleged in the plea, the bill will be dismissed.

Decree dismissing the bill entered July 15, 1881.