232 HARVARD LAW REVIEW. poration kept in a State other than that of their creation, all induce us to give whatever aid the principles of law permit to persons who are en- deavoring to enforce the obligations which attach to stockholders in foreign corporations." Such was the status of this question, when the case of Bank of North Anaerica v. Rindge ^ was decided. In this case the plaintiff was a corporation of the State of New York, and a creditor of a Kansas corporation. The defendant was a resident of CaHfornia, who, being found in Massachusetts, was sued here in an action of contract, as a stockholder in the Kansas corporation. The plain- tiff undertook in the declaration to state the law of Kansas re- specting such a stockholder's liability ; but failed to state the law clearly or fully. The court sustained a demurrer to the declara- tion in the following language : — "Limiting our decision to the facts now before us, it is this. That a resident of the State of New York cannot maintain in the courts of this State an action against a resident of the State of California, to establish his personal liability as a stockholder of a corporation organized in the State of Kansas, and having no place of business in this State, for a debt of that corporation to the plaintiff, under laws of Kansas such as are set forth in the declaration, providing for a certain special and limited liability on the part of stockholders, when no judicial proceedings have been taken in Kansas to ascertain and establish the liability of the defendant as such stockholder." The court further stated several particulars in which the law of Kansas was not set out in the declaration, and added : — " It is to be regretted that we are not at liberty to determine the case upon an examination of the statute of Kansas, with the assistance of any construction which may have been put upon it by the courts of that State. But we must take the case as the parties present it to us." Great emphasis was thus laid upon the principle that the law of another State is a matter of fact in the courts of Massachusetts, and must be proved or pleaded like any other fact. In the light of that principle, however, the decision seems manifestly correct. The defendant in this case owed the plaintiff no obligation by the common law or the statutes of Massachusetts, Apart from the Kansas statutes creating the liability, the defendant had made no 1 154 Mass. 203.
