Taylor v. A. G. Branham & Co.

Citations

• 35 Fla. 297

Syllabus

<p>'CORPORATIONS — CAN NOT MIGRATE FROM STATE WHERE CREATED— WHEN EXERCISING CORPORATE FUNCTIONS OUTSIDE OF THE STATE WHERE CREATED ITS MEMBERS ARB LIABLE AS, AND WILL BE TREATED AS, PARTNERS — INDEFINITE JUDGMENT CAN BE AIDED BY THE RECORD.</p> <p>1. A corporation'civated by and under the laws of Tennessee, or any other jurisdiction can not come to Florida and exercise corporate functions here without becoming incorporated under the laws of Florida, and if it attempts to do so, its liabilities, contracted here, rest upon its members or stockholders, in this jurisdiction, as partners, and they will here be treated as and held to be merely partners.</p> <p>2. A. corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law, and by force of the law; and where that law ceases to operate, the corporation can have no existence. It must dwell in the place of its creation, and can not migrate to another sovereignty. And where a number of individuals assume to act in a corporate capacity in a State where they have not been^ clothed with corporate existence and authority, they can not there be recognized as a legally constituted corporation, though they may have been duly in■corporated in another State, and such persons, in the State where they assume corporate capacity, will be treated as, and held to the responsibility of pariners, both in courts of law and equity.</p> <p>3. Where a judgment gives the style of a cause at its head with sufficient definiteness to show without doubt that the “plaintiffs” and “defendants” referred to therein as such are the same individuals that are named and designated as such in the declaration and throughout the proceedings composing the record in the cause, such judgment is not void, for vagueness or indefiniteness, if it fails, in the body thereof, to give the names of the “plaintiffs” and “defendants” for and against whom it is rendered. While it is best th