and credit clause is today a shield and a buckler. Some legal
relationships are so complex, the Court holds, that the law under which
they were formed ought always to govern them as long as they
persist.[105] One such relationship is that of a stockholder and his
corporation. Hence, if a question arises as to the liability of the
stockholders of a corporation, the courts of the forum State are
required by the full faith and credit clause to determine the question
in accordance with the Constitution, laws and judicial decisions of the
corporation's home State.[106] Illustrative applications of the latter
rule are to be found in the following cases. A New Jersey statute
forbidding an action at law to enforce a stockholder's liability arising
under the laws of another State, and providing that such liability may
be enforced only in equity, and that in such a case the corporation, its
legal representatives, all its creditors, and stockholders, should be
necessary parties, was held not to preclude an action at law in New
Jersey by the New York State superintendent of banks against 557 New
Jersey stockholders in an insolvent New York bank to recover assessments
made under the laws of New York.[107] Also, in a suit to enforce double
liability, brought in Rhode Island against a stockholder in a Kansas
trust company, the courts of Rhode Island were held to be obligated to
extend recognition to the statutes and court decisions of Kansas
whereunder it is established that a Kansas judgment recovered by a
creditor against the trust company is not only conclusive as to the
liability of the corporation but also an adjudication binding each
stockholder therein. The only defenses available to the stockholder are
those which he could make in a suit in Kansas.[108]
FRATERNAL BENEFIT SOCIETY--MEMBER RELATIONSHIP
And the same principle applies to the relationship which is formed when
one takes out a policy in a "fraternal benefit society." Thus in Royal
Arcanum v. Green,[109] in which a fraternal insurance association
chartered under the laws of Massachusetts was being sued in the courts
of New York by a citizen of the latter State on a contract of insurance
made in that State, the Court held that the defendant company was
entitled under the full faith and credit clause to have the case
determined in accordance with the laws of Massachusetts and its own
constitution and by-laws as these had been construed by the
Massachusetts courts.
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