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was that, since a corporation cannot be a "citizen" at all, the court must look beyond the mere legal being which the charter created, and consider the character, as to citizenship, of the individuals of whom the company is composed.' This rule, although it practically withheld jurisdiction from the Federal courts in cases to which a corporation was a party, rested upon the most obvious and natural interpretation of the language of the statute. Nor is it an unfair or strained presumption that the purpose of the constitution and statute in creating the Federal courts was to establish a tribunal for the protection of the natural rights of every citizen of each State when within the jurisdiction of other States, as a citizen, rather than his rights as a member of a corporation. Such rights are not a natural incident of his existence, but are acquired only under the laws of the State creating the artificial body, which, of course, are of no force and effect beyond its territorial limits. Such rights as he can claim as a member of the company, in another jurisdiction, being solely a matter of grace and comity of the local sovereign, would seem to be an especially appropriate subject for the jurisdiction of the local courts. Such a rule, too, is in entire accord with those decisions which, as we have seen elsewhere, exclude foreign corporations from the guarantee of privileges and immunities of citizenship, contained in the fourteenth amendment to the constitution."

1 Hope Ins. Co. v. Boardman (1809), 5 Cranch, 57; Bank v. Deveaux (1809), 5 Cranch, 61. Compare Strawbridge v. Curtiss, 3 Cranch, 267; Wheeden v. Camden, etc. R. Co. (1856), 1 Grant's Cas. 420; North River Steamboat Co. v. Hoffman, 5 Johns. Ch. 300.

2 Ante, §§ 32-34.

Same-The Modern View.-Such

re

§ 294. mained the doctrine of the court for a long time. It was reiterated in the much later case of Commercial, etc. Bank v. Slocomb, decided in 1840.' There a plea to the jurisdiction, on the ground that some of the shareholders of the defendant corporation were citizens of the same State as the plaintiffs, and that, consequently, the controversy was not between citizens of different States, was sustained. In Louisville R. Co. v. Letson,' the court reviewed the whole ground, and held that its former opinion was error; that the cases above cited had been carried too far; that they were based on a false theory and ought not to be followed; and said that they had long been unsatisfactory to the bar, and to the court that decided them. The suit, in that case, was brought by a citizen of New York in the circuit court for the district of South Carolina, against a corporation organized in that State. A plea to the jurisdiction alleging that two of the members of the corporation were citizens of North Carolina was overruled, the court laying down the proposition that where a corporation is created by the laws of a State, the conclusive legal presumption is that its members are citizens of the State in which alone the corporate body has a legal existence, adding that it "is to be deemed, to all intents and purposes, as a person, although an artificial person, an inhabitant of the State, * capable of being treated as a citizen of that State as much as a natural person." This may be regarded as the final settlement of the question. Since then a corporation has been deemed a "citizen" for jurisdictional purposes of the State

1 14 Pet. 60.

22 How. 497, 558.

from whose laws it derives its existence, or what is the same in effect, it has been conclusively presumed that its members are citizens of the State by which it was created.1

§ 295. Same-Questionable Reasoning.—It is interesting to note that one sentence of the opinion of MR. JUSTICE WAYNE seems to rely upon the theory that a corporation is not liable to suit, in a foreign. jurisdiction. He He says: "A corporation created by a State to perform its functions under the authority of that State and only suable there, though it may have members out of the State, seems to us to be a person, though an artificial one, inhabiting and belonging to that State, and therefore entitled, for the purpose of suing and being sued, to be deemed a citizen of that State." " Under the more generally accepted doctrine, that a corporation is suable wherever it undertakes to do business, this reason

1 Marshall v. Baltimore, etc. R. Co., 16 How. 314; Covington Drawbridge Co. v. Shepherd, 20 How. 227; Insurance Co. v. Ritchie, 5 Wall. 541; Cowles v. Mercer County, 7 Wall. 118; Railroad v. Harris, 12 Wall. 65; Steamship Co. v. Tugman, 106 U. S. 118; Allegheny County v. Cleveland, etc. R. Co., 51 Pa. St. 228, 88 Am. Dec. 579; Rundle v. Delaware, etc. Canal Co., 14 How. 80; Paul v. Virginia, 8 Wall. 168, 178; Case of the Sewing Machine Cos., 18 Wall. 553, 574; Wheeden v. Camden, etc. R. Co., 2 Phil. 23; Booth v. St. Louis F. E. Mfg. Co., 40 Fed. Rep. 1; Pacific Railroad v. Mo. Pac. Ry. Co., 23 Fed. Rep. 565; Williams v. Missouri, etc. R. Co., 3 Dill. 267; Insurance Co. v. Francis, 11 Wall. 210; Kranshaar v. New Haven Steamboat Co., 7 Robt. (N. Y.) 356; Railway Co. v. Whitton, 13 Wall. 270; Western Union Tel. Co. v. Dickinson, 40 Ind. 444; Hobbs v. Manhattan Ins. Co., 56 Me. 417. A corporation has been deemed a citizen, too, of the State under whose laws it is organized, and capable of purchasing mineral lands under the Act of Congress of May 10, 1872, declaring all valuable mineral deposits in lands belonging to the United States to be free and open to exploration and purchase by citizens of the United States. North Noonday M. Co. v. Orient M. Co., 1 Fed. Rep. 522.

Louisville R. Co. v. Letson, 2 How. 555.

3 Ante, § 183.

for extending the Federal jurisdiction would seem to

fail. § 296. Such Jurisdictional Citizenship not Lost by Removal of Corporate Business.-The citizenship of the corporation in the State of its organization, is not divested by the fact that it carries on all its business in another State, nor is any citizenship in the latter State, thereby conferred, which will support the Federal jurisdiction.'

§ 297. Jurisdiction of Corporations Chartered by Congress.-A different question is presented in the case of corporations chartered by Congress and located within a State. It has been held that, being located within a State, with power to transact business there and not elsewhere, such companies, irrespective of the origin of their charters, are within the policy of the rule, and for the purposes of jurisdiction must be treated as citizens of the States where they are located."

§ 298. Jurisdiction of Interstate Corporations.Under this rule a consolidated corporation, holding charters from several States, must be considered a citizen of each of them at the same time. The effect of incorporation under, or adoption by, the laws of each of several States, is to render the company a domestic corporation in each. For jurisdictional purposes, too, it will, within the limits of each State, be regarded as a citizen of that State alone, and cannot there sue or be sued by other citizens of that

1 Insurance Co. v. Francis, 11 Wall. 210; Pacific R. Co. v. Mo. Pac. R. Co., 23 Fed. Rep. 565; Booth v. St. Louis F. E. Mfg. Co., 40 Fed. Rep. 1; Chicago & N. W. R. Co. v. Chicago & Pac. R. Co., 6 Biss. 219. Compare Stout v. Sioux City, etc. R. Co., 8 Fed. Rep. 794.

2 St. Louis Nat. Bank v. Allen, 5 Fed. Rep. 551.

3 Post, Ch. X.

State in the Federal courts.' But it will not, however, in either of those States, be regarded as a citizen of any of the others. Therefore, if sued in one of them, by a citizen of another, it cannot plead to the jurisdiction of the Federal court that it and the plaintiff are citizens of the same State. And it has been held, in Louisiana, that where a defendant corporation, which is alleged, in the petition, to have been incorporated under the laws of Louisiana, seeks a removal into the Federal court, an affidavit which simply avers that it is a citizen of Kentucky is insufficient, because the two allegations are not inconsistent. It might be a citizen of both States. The affidavit should deny that it is also a corporation under the laws of Louisiana."

§ 299. Jurisdictional Allegations. It follows, from this conclusive presumption as to the citizenship of the members of the company, that for the purpose of establishing the jurisdiction it is unnecessary to aver the citizenship of the president and directors, trustees or other officers. Any averment

1 Ohio, etc. R. Co. v. Wheeler, 1 Black, 286; Uphoff v. Chicago, etc. R. Co., 5 Fed. Rep. 545; Chicago, etc. R. Co. v. Lake Shore, etc. R. Co., 5 Fed. Rep. 19; Pacific R. Co., v. Mo. Pac. R. Co., 23 Fed. Rep. 565; County of Allegheny v. Cleveland, etc. R. Co., 51 Pa. St. 228, 88 Am. Dec. 579: Burger v. Grand Rapids, etc. R. Co., 22 Fed. Rep. 561; Colglazier v. Louisville, etc. R. Co., 22 Fed. Rep. 568; Cohn v. Louisville etc. R. Co., 39 Fed. Rep. 227; Johnson v. Philadelphia, etc. R. Co., 9 Fed. Rep. 6. Compare Stout v. Sioux City, etc. R. Co., 8 Fed. Rep. 794. But where the license extended to the foreign company falls short of an adoption of it as a domestic corporation, it, of course, retains its foreign citizenship. Missouri, etc. R. Co. v.¡Texas, etc. R. Co., 10 Fed. Rep. 497; 4 Woods, 360; Morgan v. East Tenn. etc. R. Co., 4 Wood, 523; Wilkinson v. Delaware, etc. R. Co., 22 Fed. Rep. 353. As to what will amount to an adoption of a foreign corporation, see post, Ch. X.

2 Railway v. Whitton, 13 Wall. 270; Muller v. Dows, 94 U. S. 444; Page v. Fall River, etc. R. Co., 31 Fed. Rep. 257.

3 Guinault v. Louisville, etc. R. Co., 41 La. Ann. 571; 6 South. Rep. 850.

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