Summary

Portrait of James Clark McReynolds James Clark McReynolds Hemphill v. Orloff — Opinion of the Court

If it were held to embrace contracts, and that the members of a corporation were to be regarded as individuals, carrying on business in their corporate name, and therefore entitled to the privileges of citizens, in matters of contract, it is very clear that they must, at the same time, take upon themselves the liabilities of citizens, and be bound by their contracts in like manner.
Source: Wikisource

Portrait of James Clark McReynolds James Clark McReynolds Hemphill v. Orloff — Opinion of the Court

Also that they deprive the trustees of property without due process of law contrary to the Fourteenth Amendment and restrain interstate commerce.
It is settled doctrine that a corporation organized under the laws of one state may not carry on local business within another without the latter's permission, either express or implied. A corporation is not a mere collection of individuals capable of claiming all benefits assured them by section 2, article 4, of the Constitution.
Source: Wikisource

Portrait of James Clark McReynolds James Clark McReynolds Hemphill v. Orloff — Opinion of the Court

A shareholder's death shall not operate to determine the trust nor entitle the decedent's representative to an accounting or to take action in the courts or elsewhere, against the trustees. Shareholders shall have no title in the trust property or right to call for partition, division, or accounting. The trustees shall have no power to call upon shareholders for any sum of money or assessment whatever, except such as they may agree to pay.
Source: Wikisource

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