The question is whether full faith and credit has been given by the courts of Montana to the statutes and judicial proceedings of the state of Iowa. United States Constitution, art. 4, § 1.
The petitioner, the official liquidator of an Iowa insurance company, declares himself the universal successor of the corporation (Keatley v. Furey, 226 U.S. 399, 403, 404, 33 S.Ct. 121, 57 L.Ed. 273), the representative of its personality and powers after its life has been extinguished. (Relfe v. Rundle, 103 U.S. 222, 26 L.Ed. 337; Martyne v. American Union Fire Insurance Co., 216 N.Y. 183, 110 N.E. 502; Deschenes v. Tallman, 248 N.Y. 33, 37, 161 N.E. 321.) The Supreme Court of Montana has held that his title to the assets, if he has any, is derived, not from any statute, but from an involuntary assignment under a judgment of a foreign court. A title traced to such a source is subject in Montana to attachment and execution at the suit of local creditors. The question has been left unanswered whether attachments and executions are enforceable to the same extent in derogation of the title of a statutory successor.
Federal Surety Company was organized as an insurance corporation under the laws of Iowa, and thereafter received authority to do business in Montana. In September, 1931, the state of Iowa sued it, alleging its insolvency and praying for a decree of dissolution and the distribution of the assets. A statute of Iowa provides that 'the commissioner of insurance henceforth shall be the receiver and/or liquidating officer for any insurance company, association or insurance carrier, and shall serve without compensation other than his stated compensation as commissioner of insurance, but he shall be alowed clerical and other expenses necessary for the conduct of such receivership.' Code of Iowa 1931, § 8613-c 1. See, also, Code of Iowa, 1931, §§ 8402, 8964. On September 25, 1931, a decree in favor of the state was entered by default, and an amended decree on December 22 of the same year. By these decrees the corporation was adjudged to have been dissolved on September 25, 1931; the commissioner of insurance, E. W. Clark, as adjudged to be 'the successor to said corporation,' and as such to hold 'title to all property owned by Federal Surety Company at the time it so ceased to exist;' and liquidation was decreed in accordance with the statute.
We have said that the corporation had authority to do business in Montana. The grant was subject to conditions. A statute of Montana provides that the dissolution of a corporation does not 'take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which has been previously incurred.' Section 6013, Montana Revised Codes of 1921. The preservation of existing remedies is not confined to domestic corporations. It applies to foreign corporations also. This results, in the view of the Montana court, from a provision of the state Constitution as well as from a supplementary statute. By article 15, § 11, of the Montana Constitution, 'no company or corporation formed under the laws of any other country, state or territory, shall have, or be allowed to exercise, or enjoy within this state any greater rights or privileges than those possessed or enjoyed by corporations of the same or similar character created under the laws of the state.' And by a supplementary statute (section 6659, Revised Codes, 1921): 'All foreign corporations licensed to do business in the state of Montana shall be subject to all the liabilities, restrictions, and duties which are or may be imposed upon corporations of like character organized under the laws of this state, and shall have no other or greater powers.' Construing that statute, the Supreme Court of Montana has written in the case now under review: 'Suits against domestic corporations do not abate upon the entry of a decree of dissolution, and the same rule, by virtue of this statutory provision, must apply to a foreign corporation.' Mieyr v. Federal Surety Co., 94 Mont. 508, 23 P.(2d) 959, 963.