174 In the cases under consideration the evidence presented in the case of Li A. Tsoi is conflicting and inconclusive, and not of the satisfactory character required. and that such action, however taken, is conclusive of the matter, subject to the right of appeal to the Secretary of the Treasury; that his decision, if he decides not to hear testimony, or not to give effect to evidence which the laws of Congress have provided shall be sufficient to establish the right to land in the first instance, or decides not to Confirming department's telegram of this date, you are therefore advised that the appeals of Li Tom Shi and Li A. Tsoi are over-decide, is conclusive. Under the doctrine ruled and your decision denying them admission is sustained. The inclosures of your letter are herewith returned. Respectfully, O. L. Spaulding, of these cases, it is immaterial, so far as the jurisdiction of this court is concerned, whether the petitioner's appeal to the Secretary of the Treasury is heard by the Secretary in person or by a subordinate official in his department, or is heard at all." It was decided in Nishimura Ekiu's Case The petitioner filed a reply to the return, that Congress might intrust to an executive in which he again averred the conformity of officer the final determination of the facts the certificates to law. Denied that they upon which an alien's right to land in the were required to be signed by the registrar United States was made to depend, and that general of Hong Kong, and averred, how- if it did so, his order was due process of law, ever, that the certificates were signed by F. and no other tribunal, unless expressly au A. May, "at the instance and under the di- thorized by law to do so, was at liberty to rection of the registrar general and as and re-examine the evidence on which he acted, for him," and contained his seal. Again or to controvert its sufficiency. This docaverred that the action of the collector in trine was affirmed in Lem Moon Sing v. regard to the certificates and the admission United States, 158 U. S. 538, 39 L. ed. 1082, of evidence was in excess of his jurisdiction. 15 Sup. Ct. Rep. 967, and at the present Denied that the Secretary of the Treasury, term in Fok Young Yo v. United States, 184 by O. L. Spaulding, rendered any opinion U. S., ante, 686, 22 Sup. Ct. Rep. 686, affirming the decision of the collector; aver- and Lee Gon Young v. United States, 184 U. red that the decision attached to the re- S., ante, 690, 22 Sup. Ct. Rep. 690. turn shows on its face that it was the decision of W. S. Chance, chief of the special agents of the Treasury Department, and averred that "the pretended hearing before the collector of customs on the 7th day of April, 1900, as aforesaid, was had before your petitioner had secured any counsel, and he had no counsel present to advise him as to his rights before the collector of customs, and that such examination was without jurisdiction, perfunctory, and was not a thorough examination of the case." The testimony of several witnesses was introduced before the district court against the objection of the district attorney. It showed that the petitioner was a merchant of Portland, Oregon; that he had gone back to China and there married Li Tom Shi according to the Chinese customs and with the usual Chinese ceremonies, but that he had another wife with whom he lived when in China, and that Li A. Tsoi was the daughter by that wife. It was testified that a man in China could have as many wives as he had means to support. The district court, however, determined that it had no jurisdiction to review the action of the executive officers, and dismissed the petition. The court cited Nishimura Ekiu's Case, 142 U. S. 651, 35 L. ed. 1146, 12 Sup. Ct. Rep. 336, and United States v. Gin Fung, decided by the circuit court of appeals of the ninth circuit, 40 C. C. A. 439, 100 Fed. 389. The district court said: "These cases establish the doctrine that the collector of customs, in determining the right of Chinese persons to land, may act upon his own information and discretion, Counsel for petitioner concede the rule, but deny its application to the pending case. Their argument is that the 6th section of the act of 1884, regarding it in force, precludes inquiry beyond the certificates. The applicable provisions are quoted as follows: Such certificate, viséd as aforesaid, shall be prima facie evidence of the facts set forth therein, and shall be produced to the collector of customs of the port in the district in the United States at which the person named therein shall arrive, and afterwards produced to the proper authori ties of the United States, whenever lawfully demanded, and shall be the sole evidence per. missible on the part of the person so producing the same to establish a right of entry into the United States, but such certificate may be controverted and the facts therein stated disproved by the United States authorities." [23 Stat. at L. 117, chap. 220.] It is urged that the statute makes the certificates evidence, and that the collector had no power to disregard the certificates, and "whether he did not consider them at all and did not pass upon their validity or invalidity, as in either view of the case, we respectfully submit the collector is not chargeable merely with error, in which event his decision is not reviewable by the court, but with the more serious charge of having exceeded his jurisdiction, in which case, we submit, his decision is reviewable." But jurisdiction is given to the collector over the right of the alien to land, and necessarily jurisdiction is given to pass on the evidence presented to establish that right. He may determine the validity of the evi 177 dence, or receive testimony to controvert it, and we cannot assent to the proposition that an officer or tribunal, invested with jurisdiction of a matter, loses that jurisdiction by not giving sufficient weight to evidence, or by rejecting proper evidence, or by admitting that which is improper. The hearing before the collector is described in the petition as "pretended," but its extent, and upon what evidence, the record does not disclose. The record does show that appearance by counsel was not considered necessary, but "every facility for appearing" was given. And even if it were essential, in our judgment, could we conclude that the decision of the collector established that the certificates alone were considered? It is further contended that the treaty of 1894 alone provides the evidence which a member of the exempted class of Chinese must produce, and abrogates the act of 1882 and the acts amendatory thereof, and also abrogates the treaty of 1880. Article 3 of the treaty of 1894 is as follows: "The provisions of this convention shall not affect the right at present enjoyed of Chinese subjects, being officials, teachers, students, merchants, or travelers for curiosity or pleasure, but not laborers, of coming to the United States and residing therein. To entitle such Chinese subjects as are above described to admission into the Unit (186 U. S. 157) FREDERICK WILLIAMS, Petitioner, v. GEORGE C. GAYLORD, Charles E. Maddrill, and Dwight T. Rolfe. Courts conclusiveness in Federal courts of state decisions on state statutes-mining corporations-sale or encumbrance of mining ground-consent of stockholders. 1. 2. 3. The decision of the supreme court of Callfornia, that any person who connects himself with the title of a mining corporation may take advantage of Cal. act April 30, 1880, prohibiting the directors of mining corporations from selling or encumbering its mining ground unless ratified by the stockholders, is binding on the Federal courts. A state may require the consent of the stockholders of a foreign mining corporation as a necessary prerequisite to the sale or encumbrance of the mining ground owned by it within the state, as such a requirement is not a regulation of the internal affairs of the corporation, but has reference to the conduct by it of its business. The Federal courts are concluded upon the question as to how an encumbrance by a mining corporation of mining ground in Califor nia may be ratified by the stockholders, by a decision of the supreme court of that state that the manner of ratification prescribed by Cal. act April 30, 1880, is exclusive. [No. 208.] 1902. ed States they may produce a certificate Argued April 8, 9, 1902. Decided May 19, from their government, or the government where they last resided, viséd by the diplomatic or consular representative of the United States in the country or port whence they depart." [28 Stat. at L. 1211.] This court, however, held adversely to the contention of petitioner in the case of United States v. Lee Yen Tai, 184 U. S., ante, 629, 22 Sup. Ct. Rep. 629, decided at the present term (April 12, 1902). In that case the 12th section of the act of 1882 was more immediately under consideration, but the reasoning applies to the 6th section as well. Counsel for petitioner do not urge the insufficiency of the decision of Assistant Secretary Spaulding, therefore we may consider that it is conceded to have been made by the authority of the Secretary. The district court, however, in its opinion, seems to imply that, if there had been no hearing by the Secretary, the court, nevertheless, would have been without jurisdiction to restrain the deportation of the Chinese persons. On that we do not think it is necessary to express an opinion. There is an intimation to the contrary by the circuit court of appeals of the ninth circuit in the case of United States v. Gin Fung, 40 C. C. A. 439, 100 Fed. 389. Judgment affirmed. Oed States Circuit Court of Appeals for the Ninth Circuit to review a judgment affirming a judgment of a circuit court in favor of defendants in a suit to foreclose a mortgage executed by a mining corporation on mining ground in the state of California. Affirmed. N WRIT OF CERTIORARI to the Unit See same case below, 42 C. C. A. 401, 102 Fed. 372. Statement by Mr. Justice McKenna: This suit was brought by the petitioner as trustee of a mortgage made by the Gold Virginia, upon certain mining ground in the Hill Mining Company, a corporation of West state of California. Subsequently to the; execution of the mortgage the corporation, in the conduct of its mining operations in the state of California, became indebted to the respondents for materials, labor, and supplies. Mechanics' and materialmen's liens were filed by respondents and judg. ments obtained by them upon which executions were issued and the property mortgaged was sold. The respondents became its purchasers. The corporation made default in the foreclosure suit, and a decree pro confesso was taken against it. The respondents pleaded Mr. Justice Brewer and Mr. Justice their judgments and the titles which were Peckham dissented. Mr. Justice Gray did not hear the argument and took no part in the decision. claimed thereunder; and pleaded, further, that the mortgage was void because it had not been ratified by the stockholders of the corporation as required by a statute of Cali *159 fornia, passed April 30, 1880, and entitled | and mortgage for said company, and the said "An Act for the Further Protection of board hereby authorize and direct the seal Stockholders in Mining Companies," § 1 of of said company to be affixed to the same. which act is as follows: On motion of C. Littlefield, seconded by M. J. Shoecraft, the chairman, G. L. Morse, was elected trustee for the bondholders. Motion carried. "Sec. 1. It should not be lawful for the directors of any mining corporation to sell, lease, or otherwise dispose of the whole or any part of the mining ground owned or On motion of W. W. Tucker, seconded by held by such corporation, nor to purchase R. H. Pettigrew, Jr., Mr. G. L. Morse was or obtain in any way additional mining appointed to draw up a proper bond, have ground, unless such act be ratified by the same executed and lithographed; also a holders of at least two thirds of the capital stock certificate book of two hundred certifistock of such corporation. Such ratifica-cates, total cost not to exceed ninety-five tion may be either in writing signed and acknowledged by such stockholders or by resolution duly passed at a stockholders' meeting called for that purpose." The circuit court sustained the defenses (96 Fed. 454), and its ruling was affirmed by the circuit court of appeals. 42 C. C. A. 401, 102 Fed. 372. The mortgage was given to secure one hundred coupon bonds of $500 each. They were dated July 1, 1890. The mortgage bore the same date, and the manner and authority for its execution, the record exhibits, as follows, being the minutes of a meeting held June 5, 1890: The meeting was called to order by C. Littlefield, who nominated G. Livingston Morse, temporary chairman; nomination was seconded by W. W. Tucker and unanimously carried. dollars. On motion of M. J. Shoecraft, seconded by G. L. Morse, it was voted that the incorpo rators of the Gold Hill Mining Company be named as directors of said company. Motion carried. On motion of C. Littlefield, seconded by M. J. Shoecraft, the company's seal was ordered to be made, and Mr. Shoecraft be a committee to have the same made. Motion carried. Mr. Shoecraft reported that the by-laws were not quite ready, and the chairman suggested that he report a full set at a future meeting. On motion, the meeting was declared adjourned to the second Tuesday in July, 8th inst. W. W. Tucker, Temporary Secretary. C. Littlefield then proposed W. W. Tucker It was testified that the gentlemen presfor temporary secretary; motion was sec-ent at the meeting held all of the stock of onded by R. H. Pettigrew, Jr., and was the company. unanimously carried. Waiver of notice of corporators was then agreed to by all present as per roll-call. Roll-call of incorporators being made, all were found present as follows: M. J. Shoe craft, Calvin Littlefield, G. Livingston Morse, R. H. Pettigrew, Jr., and W. W. Tucker. The chairman said: We were now ready for business, whereupon Mr. M. J. Shoecraft presented a duplicate copy of papers of incorporation, and a telegram from secretary of state of West Virginia, stating that the charter of this company was duly filed June 23, 1890, which was adopted. On motion of W. W. Tucker, seconded by R. H. Pettigrew, Jr., it was Resolved, That the said Gold Hill Mining Company issue one hundred first-mortgage bonds, of the denomination of five hundred dollars each, each bond bearing date of July 1, 1890, and bearing interest at the rate of ten per cent per annum, payable semi-annually, on the first day of January and July in each year, and to run five years from July 1, 1890; with the privilege of the said company paying off and redeeming the same sooner, by giving to the holders of said bonds six months' notice of the company's intention thus to do; to pay off said bonds and redeem the same on any day interest is payable, or on payment of six months' interest in advance; and the president and the secretary of said company are hereby authorized and directed to execute said bonds The record also contains the minutes of a meeting held July 10, 1890, at which meeting a president, vice president, secretary, and treasurer and general manager were elected. The following resolution was passed: "On motion of Mr. Morse, seconded by Mr. Pettigrew, resolved, That the directors of this company be authorized and directed to purchase of M. J. Shoecraft the mines formerly known as the Nevada City Gold Quartz Mining Company, and pay therefor one hundred and sixty thousand shares of the capital stock of this company, being its total issue, and twenty-five thousand ($25,000) dollars in first-mortgage bonds. Motion carried. "On motion adjourned, to meet at the call of the president." It was also testified that a paper was “executed by the Gold Hill Mining Company for the purpose of correcting the form of the mortgage as originally executed." The paper was introduced in evidence. It was dated August 28, 1890, and recited that "Whereas, by a resolution of the board of directors of the Gold Hill Mining Company, duly passed and adopted on the twenty-fifth day of June, 1890, and in accordance with and in pursuance of said resolution, a mortgage was executed and delivered to G. Liv ingston Morse, as trustee for the use and purposes therein mentioned, on the first day of July, 1890, by the president and secretary of said company, they being authorized and 162 directed in and by said resolution thus to do, and duly acknowledged by them, and the corporate seal of said company duly affixed to said mortgage by the like authority of said board of directors." Certain mistakes were then stated to have been made in the mortgage, and the secretary, Calvin Littlefield, was given authority to correct them, and he and the president were directed and authorized to execute a paper on behalf of the company and to affix the corporate seal of the company thereto. The paper was duly executed and recorded in Nevada county, California. Other facts are stated in the opinion. Mr. C. Walter Artz for petitioner. Messrs. Curtis H. Lindley and Henry Eickhoff for respondents. Mr. Justice McKenna, after stating the case, delivered the opinion of the court: The circuit court and the circuit court of appeals based their judgments upon the act of 1880 as construed by the supreme court of the state of California, regarding that construction as binding upon the Federal tribunals. The conclusion is attacked by petitioner, and he urges the following propositions against it: "I. The decision of the supreme court of California, to the effect that judgment creditors may take advantage of the act of 1880, is not binding upon the Federal courts either as constructive of that statute or determinative of a local rule of property. "II. The act of 1880 does not apply to foreign corporations because the legislation of one state has no effect upon the powers and internal management of corporations organized in other states. "III. Even if it should be held that the California statute (Statutes of 1880, p. 131) does apply to foreign corporations, the mortgage is valid, and a decree of foreclosure and sale should be directed." (1) To sustain this proposition the petitioner makes a distinction between the construction of the statute and its application, conceding the binding force of the state decisions as to the former, but denying their authority as to the latter. The contention enjoins a review of the decisions of the supreme court of the state. In McShane v. Carter, 80 Cal. 310, 22 Pac. 178, the plaintiff claimed title to mining property and certain appurtenant water rights under two deeds from the Nevada Reservoir Ditch Company, a mining corporation. He brought suit to enjoin the sale of the property under a judgment obtained against the company by one of its creditors. Judgment passed for the plaintiff in the trial court, but was reversed by the supreme court of the state. The latter court, by Hayne, Commissioner, said panies had power or authority to convey the property in the absence of a ratification by the stockholders as specified in the act of 1880. "1. We think that the provision of said act goes to the power or authority of the directors. It cannot be construed to relate merely to their personal liability, for no penalty is imposed upon them, and to so construe it would be to practically nullify the act. In our opinion the directors of mining corporations have no power or authority to convey the mining ground without the consent of holders of two thirds of the stock, given as prescribed by the act. And it follows without such consent the title does not pass. And if this be so, the question can be raised by anyone who connects himself with the title of the corporation which owned the property, as well as by the stockholders thereof. "Nor can the consent of the stockholders be presumed from the mere fact of the conveyance, whether under the corporate seal or not, for such consent or 'ratification' may be after the deed is executed, and hence is not necessarily or presumptively involved in the execution of such deed." as well Counsel for petitioner says that the supreme court in its opinion not only construed, but applied, the act of 1880,construed it in that portion of the opinion which denied authority to directors of mining corporations to convey mining property without the consent of the stockholders; applied it in that portion of the opinion which declares that without the consent of the stockholders the title of mining property does not pass, and that "the question can be raised by anyone who connects himself with the title of the corporation, as by the stockholders thereof." This conclusion, it is asserted, is not warranted by the words of the statute, is opposed to the decisions of the courts of other states and of this court construing similar statutes, and is not binding upon the Federal courts. And it is urged that the circuit court of appeals "failed to distinguish between a decision of the state court construing the terms outlining the effect of the statute as enacted and a decision declaring that certain other persons not mentioned or referred to in the statute may by reason of relations existing between them and the stockholders, under general principles of corporation law, become beneficiaries of the statute under consideration." And it is further urged "that a case of the latter class does not construe a statute or establish a local rule of property, but is merely a decision upon the general law of corporate relations." We are unable to accept the distinction. To accept it would deprive the state courts of the power to declare the implications of state statutes, and confine interpretation to "And the important question arising on the mere letter. The supreme court of Calthat appeal is whether the evidence is suffi-ifornia declared the effect of the act of 1880 cient to show that the plaintiff was the owner of the property which the sheriff was proceeding to sell, and this depends upon whether the directors of said mining com as deduced from the language and purpose of the act, and this was necessarily an exercise of construction. The very essence of construction is the extension of the meaning *165 164 of a statute beyond its letter, and it can seldom be done without applying some principle of law general in some branch of jurisprudence, and if whenever such application occurs the authority of the state courts to interpret the statute ceases, the Federal tribunals, instead of following, could lead those courts in declaring the meaning of the legislation of the states. domestic corporations because it was "directed to the internal affairs of the corporation, and not to its outside dealings or to the conduct of its business." tors of those corporations, the conduct of whose internal affairs is subject to the control of the legislature, shall do specific acts under a prescribed penalty for their failure and refusal." As to the conduct of the business of foreign corporations, the court said the state could "exercise full powers of control," but over their organization and internal gov ernment the state had no such power, beThe construction of the act of 1880 was cause "the laws of the state did not have certainly directly presented to the supreme extraterritorial force." And further the court of California, and that construction court said: "The law is designed to prodetermined the judgment which was ren-tect stockholders of domestic corporations, dered. The court declared that the provi-and to that end has declared that the direcsions of the act extended "to the power or authority of the directors," and that without the consent of holders of two thirds of the stock the title did not pass. In other words, the title remained in the corporation; the property remained the property of the corporation; and hence the deduction of the court, "the question can be raised by anyone who connects himself with the title of the corporation which owned the property, as well as by the stockholders thereof." And this in consequence of the statute, and it is not the less so because the statutes of other states have been interpreted differently. It could hardly be contended that the legislature of California had not the authority to make such a consequence; and whether the legislature expressed its purpose or left it to inference, whether it expressed itself clearly or obscurely, the power of the state court to declare that purpose was none the less plenary. McShane v. Carter was followed and affirmed in Pekin Min. & Mill. Co. v. Kennedy, 81 Cal. 356, 22 Pac. 679; Granite Gold Min. Co. v. Maginness, 118 Cal. 131, 50 Pac. 269; Johnson v. California Lustral Co. 127 Cal. 289, 59 Pac. 595; Curtin v. Salmon River Hydraulic Gold Min. & Ditch Co. 130 Cal. 351, 62 Pac. 552. The views expressed by the court were justified by the nature of the reports required to be made. They were of matters which alone concerned the stockholders,— did not affect in any way the rights of oth ers. To make such reports was not doing business; it was only giving information of business done. But when a corporation sells or encumbers its property, incurs debts or gives securities, it does business, and a statute regulating such transactions does not regulate the internal affairs of the corporation. And it is certainly within the power of a state to say what remedies creditors of corporations shall have over prop erty situated within the state. Therefore Miles v. Woodward is not an authority for petitioners' position. (3) Even if it be held that the act of 1880 applies to foreign corporations, it is nevertheless contended that the mortgage is val id, and a decree of foreclosure and sale should be directed. In support of that position it is urged that (a) the meeting of June 25, 1890, at which the execution of the (2) That the act of 1880 applies to for- bonds and mortgage were resolved upon eign corporations was decided in Pekin Min. and authorized, though denominated a meet& Mill. Co. v. Kennedy, 81 Cal. 356, 22 Pac. ing of incorporators, was really a meeting 679. That case, however, it is said, is prac- of stockholders; (b) if this was not so, the tically overruled by Miles v. Woodward, 115 corporation afterward, by its action of July Cal. 308, 46 Pac. 1076, 47 Pac. 360. Wood- 30, 1890, after the board of directors was or ward was a stockholder in a mining corpo-ganized, ratified the mortgage by the reso ration organized under the laws of the state lution which authorized its correction; (c) of California. He brought an action that not only those who participated in the against Miles, who was a director of the cor- meetings held more than two thirds of the poration, for $1,000 damages for the viola-stock of the corporation, but that the presi tion of an act of the state (Stat. 1880, p. 400), which required the directors of the corporation to make, or cause to be made, posted, and filed, weekly reports of the superintendent. "It is first contended," the court said, "that the act in question is unconstitutional for the reason that it operates only upon domestic corporations, and thereby allows foreign corporations to transact business within this state upon more favorable conditions than are prescribed by law to similar corporations organized under the laws of this state, in violation of art. 12, § 15, of the Constitution." This was denied, and the act was held constitutional as being properly confined to 22 S. C.-51. dent, M. J. Shoecraft, at the time of the execution of the mortgage owned two thirds of the stock. In other words, it is urged that the corporation either executed the mortgage or ratified it, and that the stockholders both authorized and concurred in its execution. The evidence of the facts involved in these claims is the minutes of the meetings set out in the statement of facts and of the following testimony of a witness (Calvin Littlefield) for complainant: Q. It appears that the following individuals were present at that meeting, namely: M. J. Shoecraft, Calvin Littlefield, G. Livingston Morse, R. H. Pettigrew, Jr., and W. W. Tucker. Can you tell me whether |
