Ohio Company

“ But appellant also owns and operates sixteen factories, nearly a hundred selling agencies, and numerous retail stores in other states. Goods produced at its Ohio factories are not only sold in Ohio, but in addition, are shipped for storage to out-of-Ohio warehouses to be sold by out-of-Ohio selling agencies to out-of-Ohio customers. Some are shipped directly to our-of-Ohio customers on orders from out-of-Ohio selling agencies. ”

“ As soon as the Ordinance was passed, the Ohio Company, of which Putnam was the president, bought from the government five or six million acres, and the first great movement{100} of emigration west of the Ohio at once began. Within a year following the organization of the territory, twenty thousand people became settlers upon the banks of the Ohio. ”

“ The immediate cause of hostilities was a conflict between the frontiersmen of the two nations in the Ohio valley. In order to prevent the intrusion of the French fur-traders into this country, a number of Virginians joined themselves together in a body [Pg 136] called the Ohio Company. In March of 1749, they received from George II. a land-grant of five hundred thousand acres, located between the Kanawha and the Monongahela. But before the company could send out a colony, the governor of Canada dispatched three hundred men to occupy the valley of the Ohio. ”

“ A charter was granted conveying a half-million acres on the upper Ohio to a group of Virginia and English gentlemen, among the stockholders being several of Washington's relatives. The grantees agreed to build a fort on the Ohio and within seven years to settle a hundred families on their lands. In the same year the Loyal Company secured a grant of 800,000 acres in the West. In 1750 Christopher Gist, a well-known fur trader, was sent by the Ohio Company to explore as far as the Falls of the Ohio, the site of modern Louisville. ”

“ East Ohio is an all-Ohio company, deriving income solely from distributing gas directly to Ohio consumers. It sells no gas for resale. All of its assets are located and all of its business is transacted in Ohio. Since 1911, the Ohio State Commission has exercised regulatory powers over it which have included rate-making, authorizing acquisition of sale of property, approval of capitalization and security issues, complete control of accounting practices and requiring detailed periodic reports. ”

“ In March 1786 he founded, with other officers of the War of Independence, the Ohio Company of Associates for the purchase and settlement of Western lands. In November 1787, after Congress had made its grant to the Ohio Company, he was appointed by the company superintendent of its proposed settlement on the Ohio, and in 1788 he led the small party which founded Marietta, Ohio. ”

“ By the act of 21st of April, 1792 there was granted to Rufus Putnam and others, known as the Ohio Company, one hundred thousand acres of land in the Marietta district, in the territory northwest of the Ohio river. ”

“ In 1788, the Ohio Company, from New England, formed a settlement of considerable size on the north-west of the river from which it took its name, and after a long, desultory struggle with the Wyandots, Delawares, ♦Potawatomies, Kickapoos, Piankashaws, Miamis, and other tribes occupying the surrounding districts, obtained a legal claim to their lands in 1795 by their purchase from the natives by the United States Government. The peaceable possession of these rich territories thus secured, they were soon portioned out into townships: city after city rose in the wilderness ”

“ This meant the ruin of the Ohio Company. A strong appeal was made to Governor Dinwiddie of Virginia. He was a stockholder in the Ohio Company and was accordingly a ready listener to the danger of losing the Ohio country.
Governor Dinwiddie sent a commissioner with a protest to the French, who were rapidly breaking their way through from Canada, defeating the hostile [Pg 28] Indians, and breaking to pieces their confidence in their English brothers. Captain Trent was the man selected for this dangerous and delicate task. ”

“ They would "plant a brave, a hardy, and respectable race of people as our advanced post," wrote Washington in presenting the project to Congress. "A settlement formed by such men would give security to our frontiers; the very name of it would awe the Indians."
One body of men, styling themselves "The Ohio Company of Associators," composed of ex-Revolutionary officers and privates residing in and about Boston, sent a botanist-parson, the Reverend Manasseh Cutler, to the Congress in the summer of 1787, to urge a proposition they had advanced for the purchase of a large tract on the Ohio River. ”

“ Application of proceeds.Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the legislature of the state of Ohio shall be, and is hereby, authorized to sell and convey, in fee simple, all or any part of the lands heretofore reserved and appropriated by Congress for the support of religion within the Ohio Company’s, and John Cleeves Symmes’ purchases, in the state of Ohio, and to invest the money arising from the sale thereof, in some productive fund ”

“ No profit can result from the one without the other, and to attribute a supposed unity to the business of an express company, and to deny such unity to that of a manufacturer, is, as I understand it, to declare that there is a difference when there is no possible difference.
If the rule contended for by the state of Ohio be true, why would it not apply to a corporation, partnership, or individual engaged in the dry-goods business, or any other business, having branches in various states? ”

“ Clair, the President of that body, General Knox, Richard Henry Lee, Melancthon Smith, Colonel Carrington and others.
Dr. Cutler greatly desired to make the purchase for his company, but stipulated, as a necessary condition of purchase, for the passage of a suitable 53charter of laws for the government of the Territory. The Ohio Company was composed chiefly of Massachusetts men, accustomed to good laws wisely administered, and would not invite their neighbors and friends to immigrate to the far west to settle in a country for which no good system of government had been provided. ”

“ The difficulty was that it would be hazardous to organize a territory, to be suckled and protected at great expense, unless a considerable fraction of the area thus organized should be populated and developed by worthy citizens. The Ohio Company of Associates offered to take a million and a half acres. ”

“ It seems apparent from these authorities that Ohio's interest in uniform administration of a corporation's contract obligations for the funds of a company created under its laws is not entitled to full faith and credit merely because of the communal interest of policyholder-members in that fund. And the fact, so heavily stressed by the Court, that the corporation was incorporated under the laws of Ohio so that its continued existence depends upon that law is plainly insufficient basis for a contention that, therefore, Ohio's interest demands full faith and credit for this contract provision. ”

“ By the decree of sale the purchaser of the Ohio part, Boody, took subject to the first mortgage. Boody conveyed the Ohio Division to a new Ohio corporation, organized with power to construct, maintain, and operate a road from Toledo to the Indiana state line, and called the Toledo & Wabash Railroad Company. ”

“ What would be the law in case of a suit brought in Illinois upon a cause of action which arose in Ohio is a question that may be left on one side, as also may be the decisions in cases where a corporation originally created in one state afterwards becomes compulsorily a corporation of another state for some purposes in order to extend its powers. ”

“ Section 5495 of the Ohio Gen.Code provides that each foreign corporation authorized to do business in the State must pay a tax or fee for the 'privilege of doing business' or 'owning or using a part or all of its capital or property' or 'holding a certificate * * * authorizing it to do business in this state'. It is not denied that appellant owed a franchise tax under this section for it held a certificate to do business in Ohio during all the years in question. It also owned and operated two large factories at Springfield, Ohio, which produced millions of dollars worth of goods. ”

“ While no mining properties in Ohio were owned or operated by the company, many of its wartime activities were directed from Ohio and were being given the personal attention of its president in that State at the time he was served with summons. Consideration of the circumstances which, under the law of Ohio, ultimately will determine whether the courts of that State will choose to take jurisdiction over the corporation is reserved for the courts of that State. ”

“ It treated the sales agencies as conducting one type of business and the factories another. Thus it measured the value of the Ohio sales agencies' business by the total amount of the preceding year's Ohio sales of goods manufactured outside of Ohio as well as those manufactured in Ohio. Here again, appellant's contention that this resulted in taxing out-of-state or interstate transactions or sales in violation of the Due Process clause is wholly without substance. The Ohio sales agencies' business and their sales to Ohio customers were intrastate activities. ”

“ The answer to the question of whether the state courts of Ohio are open to a proceeding in personam, against an amply notified foreign corporation, to enforce a cause of action not arising in Ohio and not related to the business or activities of the corporation in that State rests entirely upon the law of Ohio, unless the Due Process Clause of the Fourteenth Amendment compels a decision either way. ”

“ In addition to cash registers there are manufactured agricultural machinery, clay-working machinery, cottonseed and linseed oil machinery, railway cars, carriages and wagons, automobiles, flying machines, sewing machines, paper, furniture, soap and tobacco. Almost every industrial product finds a maker in this town. Barnum & Smith are the well known manufacturers of street cars. There is the Davis Sewing Machine Company, the Speedwell Automobile Company and many others. Water-power in abundance is supplied from the Mad River.
Dayton is the fifth largest city in Ohio. ”

“ It is conceded that the Ohio statute which authorized the proceedings in quo warranto for any abuse or misuse of corporate powers, and which empowered the court, if it decreed against the defendant, to appoint trustees to liquidate the affairs of the corporation, was a part of the general law of Ohio at the time the defendant corporation was organized. ”

“ New factories are being built, and new avenues of trade opened all over the Eastern States, while the inexhaustible resources of the great West are being developed in an unparalleled manner. The inhabitants of Ohio reduced their debts last year to the amount of twenty millions of dollars, and it is estimated that the wealth of the country is increasing at the rate of six hundred millions per annum. ”

“ The Register, of November 30, 1816, says, "Missouri and Illinois exhibit an interesting spectacle at this time. A stranger to witness the scene would imagine that Virginia, Kentucky, Tennessee, and the Carolinas had made an agreement to introduce them soon as possible to the bosom of the American family. Every ferry on the river is daily occupied in passing families, carriages, wagons, negroes, carts, etc." [499] Much of the surplus produce of the State of Ohio was consumed by the numerous emigrants, who came from New York, and the eastern States, but more especially from Pennsylvania. ”

“ The prominence of the iron and steel industry and the convenient resources of coal have exercised a beneficial influence on the manufacture of foundry and machine-shop products—the second largest industry in the State. This branch early attained large proportions at Cincinnati, which city was favored by its location on the Ohio River and its nearness to the coal and iron regions farther east. The industry has since developed generally throughout the State, Cleveland having become the largest centre. From 1890 to 1900 there was a gain of 66 per cent. in the value of the product. ”

“ Under such disadvantages the commerce was nominal, and only necessity prompted the inhabitants to engage in it. For many years, the emigrants created the only demand for the surplus products of the interior settlements. [90]
In the Spring and Fall of the year 1803, numerous trading boats destined for Kentucky, New Orleans, or the towns on the Spanish side of the Mississippi, were continually passing down the Ohio. [91] They carried flour, whiskey, peach brandy, cider, bacon, iron, potter's ware, cabinet work, and other articles, all the produce or manufacture of the country. ”

“ This improvement led to the adoption of a system of free turnpikes in most of the counties in Ohio, constructed by local taxation, so that now Ohio is as well supplied with well- constructed turnpikes and railroads as any state in the Union, and perhaps, as well as many European states.
Another great change in the industry of the people of Ohio rapidly followed the construction of railroads. Manufacturing establishments of almost every kind were rapidly constructed, mostly since the war.
It appears by census, prior to 1890, that in 1850 the total value of manufactures of Ohio was $62,692,279 ”