Canada Southern Railway Co. v. Gebhard

Citations

• 109 U.S. 527
• 3 S. Ct. 363
• 27 L. Ed. 1020
• 1883 U.S. LEXIS 995

Syllabus

<p>Banlcruptcy — Conflict of Laws — Constitutional Lake — Contracts—Corpora?tions — Bominion of Canada — Statutes {Foreign).</p> <p>1. The Parliament of Canada has authority to grant to an embarrassed railway corporation within the Dominion power to make an arrangement with its mortgage creditors for the substitution of a new security’in the place of the one they hold, and to provide that the arrangement shall be binding on all the holders of obligations secured by the same mortgage when it shall have received the assent of the majority, provision being made for the protection of the minority in the enjoyment of rights and privileges in the new security identical-with those of the majority.</p> <p>2. When the Parliament of the Dominion of Canada authorizes a corporation, existing under its authority, to enforce'upon its mortgage creditors a settlement by which they are to receive other securities of the corporation in place of their mortgage bonds, and the scheme is assented to by a large majority of bondholders, and g.oes into effect, and the right of citizens of the United States who are bondholders to participate in the reorganization on the same terms as Canadians or other British subjects is preserved and recognized, the. settlement is binding upon bondholders who are citizens of the .United States, and who .sue in courts of the United States to recover on their bonds. ■ •</p> <p>3. A corporation dwells in the place of its creation, but may do business wherever its charter allows and local laws do not forbid. A corporation of one country, doing business in another country, is subject to such control, in respect to its powers and obligations, as the government which created it may properly exercise. Every person who deals with it anywhere impliedly subjects himself to such laws of its own country afEeeting its power and obligations as the known and established policy of that government authorizes. Anything done in that country under the authority of such law, wh