Co. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938). 13 . See also McGhee v. General Finance Corp., 84 F.Supp. 24 (W.D.Va.1949) ("It is elementary that the general corporation law of the state in force at the time of the incorporation is a part of the contract between the corporation and its stockholders.”). 14 . See also Pinney v. Nelson, 183 U.S. 144, 150, 22 S.Ct. 52, 46 L.Ed. 125 (1901) (“As then a corporation can have no legal existence outside of the State in which it is incorporated, the contract of the stockholders with one another, by which the corporation is created, is presumed to have been made with reference to the laws of that State, nothing being said in the charter to the contrary.”); Washington Loan & Trust Co. v. Allman, 70 F.2d 282, 284 (D.C.Cir.1934) (<HOLDING>). 15 . See Fletcher's Cyclopedia of the Law of
holding that there was no evidence that parties actually agreed to modify stock purchase agreement and thus contract was effective as originally written holding that shareholder was liable under the law and contract because by the purchase of his stock he agreed and assented to liability as provided in the state constitution which was included in the articles of incorporation and thus created a contract on the part of the shareholders which followed them wherever they might go holding that the law of the state of incorporation applies holding that for a suit to be brought in the venue in which the contract was to be performed the contract must expressly state where the performance of the contract was to occur holding an administrative rule referred to in the contract became part of the contract under the doctrine of incorporation