*1 v. S. G. еt al. CROSS RED NATIONAL AMERICAN 19, 1992 June 3, 1992 Argued March No. 91-594. Decided *2 White, Black- Court, in which the opinion of the Souter, J., delivered dissenting J., Scalia, filed a JJ., joined. Thomas, Stevens, mun, and JJ., Kennedy, and J., and Rehnquist, C. O’Connor in which opinion, p. 265. joined, post, petitioner. With argued for Englert, the cause
Roy Jr., T M. Chad Getter, Bruce S. Kenneth were the briefs him on L. Lipton, Edward and Shoos wick, Karen Wolf. United States argued for the cause the J. Mann
Ronald brief on the him urging With reversal. curiae amicus as Attorney General Starr, Assistant General were Solicitor Roberts. Deputy General Solicitor Gerson, and respondents. With for Upton argued cause the Gilbert P. Gary and David B. Richardson were the on brief him Slawsky.* opinion the Court. the delivered Souter
Justice author- Cross Red National American the Charter of law courts sued in organization and be “to sue izes the the the Federal, within equity, State and §2. S. C. 36 U. amended, 33 Stat. States.” pro- whether case we consider In this all over original confers vision conse- party, the Red Cross cases to thereby to remove organization authorized quence that the it is defend- action state-law to federal court from state such clause does confer ing. hold that We J—I a court tort action respondents filed a state-law In 1988 respond- alleging that one Hampshire, of New State * the Association for Bob Gibbins filed a brief V. Tisi Christopher affirmance. urging curiae amicus Lawyers of America Trial of contami- transfusion from AIDS contracted had ents naming as defendants surgery, during blood nated equip- piece of medical aof surgeon manufacturer discovering procedure. After during the used ment respondents sued blood, supplied tainted had Cross Red two to consolidate and moved court, again in state too, it, motion, decided Before actions. S. C. 28 U. statute, removal the federal invoked Cross Red § District the United States suit the latter to remove Hampshire. New District of diversity of on the both jurisdiction based claimed itsof "sue parties and on jurisdic- original federal *3 argued conferred it charter, which organization. The District involving the suits over tion to the case remand respondents’ motiоn rejected Court provision conferred holding court, of order Court District jurisdiction. See original federal 18a-25a. App. Pet. for Cert. reprinted at May 24,1990, Ap of Court States interlocutory appeal, the United On (1991). 1494 F. 2d 938 reversed. Circuit peals the First for compared Charter’s Cross the Red Appeals of The Court provisions in fed analogous provision with be sued” and “sue Court, this previously examined corporate charters eral language Cross in the Red relevant concluded first of the cognates in the charter to its was similar Charter in United Bank construed States, United Bank of of (1809), and in that 61 Deveaux, 5 Cranch v. States Trust Co. in Bankers federally railroad construed chartered (1916), in neither of 295 Co., 241 U. S. R. & v. Texas Pacific jurisdiction. The of federal we find cases did United distinguished Bank Appeals Osborn of Court opposite (1824), reached we where 738 9 Wheat. States, Bank the second charter of under result significant finding Appeals States, the Court spoke aof sue and sued authorization Bank’s second already possessed court and of state particular federal 250 Appeals discounted also Court The & D’Oench, Duhme opinion in on our reliance Cross’s
Red (1942), Corp., U. S. Deposit Ins. Federal v.Co. “notfed] inciden- we had concluding that ease in and be the “sue based on jurisdiction was tally” that federal at 1497- 2d, F. See 938 charter. in FDIC’s clause sued” support its conclu- Appeals found Charter’s Cross of the Red location in sion “denominating] cor- standard the section history legislative as in well at powers,” id., porate adding the cur- Charter Cross Red the amendment form different language, “sue and rent corporate charters analogous other federal id., see amendment, contemporaneously with enacted 1499-1500. (1991), to answer U. S. granted certiorari, We recurring question.1 difficult
H-1 H—1 effort part an international founding in 1881 its Since suffering, the American wartime soldiers’ to ameliorate among others, include, expanded its activities has organi- blood-supply issue. here services civilian received reincorporated zation *4 Ameri- in 1905. revised charter, federal first Advisory Report Committee Cross, can National (hereinafter Advisory Report), (1946) re- Organization 4 (CAl), Appellants 90-1873 App. No. for printed Brief pp. 94, issue, this have considered District Court cases 40 1Although more than (listing 10, n. 4 Pet. for Cert. Compare clearly predominates.
no result and be sued” Cross Charter’s grant in Red finding jurisdictional cases conclusion). reaching opposite id., (listing 11, n. cases 5 with provision), this Appeals to consider of confusion, other Reflecting this v. Memorial Kaiser Circuit. See from the First differently decided issue 1991). (CA8 Inc., 90 F. 2d Minneapolis, 938 Center Blood
251 empowered “to sue and the Red Cross The 1905 jurisdiction equity within the of law sued § 23, 2, 33 Stat. 5,1905, eh. Act Jan. States.” provision not have had the time the 600. At counterpart, significance since jurisdictional of its modern federally day char of a the involvement held the law of the “arising case one corporation to render sufficient tered statutory general purposes federal- law for federal under” Cases, Railroad Removal question See Pacific (1885). Congress restricted 1925,however, 1, 14 115 S.U. federally théory chartered of this the reach more than cоrporations States owned in which the United capital 229, ch. 13, 1925, of Feb. Act stock. one-half § § at 28 U. S. 1349.2 codified as amended C. 941; 43 Stat. corporations like the 1925law on nonstock the effect of Since g., H. e. C. v. American Red unclear, see, the Red Cross (ED 1987) (noting Supp. Mo. 1020-1022 F. Cross, 684 § applies authority split nonstock over whether charter’s “sue and corporations),3 invested the its enactment significance pre potential jurisdiction with a sued” clause viously unknown it. than undisturbed for more nevertheless, was left text,
Its
authorizing the Red
years
form,
current
further, until its
equity,
of law and
State
be sued in courts
“to sue and
States,”
of the United
within the
Federal,
shape
of the term
or Federal”
the addition
“State
took
part
language,
an
revision of the
overall
to the 1905
May
bylaws.
8, 1947,
organization’s
See Act
charter and
Railroad Removal
much of
Congress
previously
had
overruled
Pacific
Cases,
(1885),
withdrawing
jurisdiction over cases
which no federal conferred to have held HHHH H-i A Begin slate. clean face a earlier, do not we indicated As we opinion Marshall’s ning Justice with Chief “sue and whether to consider occasions several had con corporate charter particular federal provision of a cases jurisdiction over original federal ferred provisions readings of those party, our corporation awas congres divining efforts represented our best Congress placed have also retrospectively, but intent sional necessary suffi prospective notice Mer g., v. States jurisdiction. See, e. United to confer cient (1923) presumed to intend (Congress 179, 186 S. riam, 263 U. University terms); meaning Cannon judicially settled congres (1979)(presuming Chicago, 677, 696-698 441 U.S. similarly ear worded interpretation of knowledge of sional with require visitation statute). cases therefore Those lier care. juris- original whether considered Deveaux, we United Bank against first by suits over diction point language in charter. was conferred States “ im- plead and be sued, sue ‘to Bank authorized defended, defend answered, ple? -d, answer whatsoever,’” 5 place any other record, or /urts Mar- Chief Justice opinion written In the at 85. Cranch, juris- no federal language to confer held shall, the Court the normal bank of reading a mere it as diction, con- The Court id., 85-86. corporate sue, one and be sued” the charter’s trasted against bank’s suits authorizing of certain institution States, or record court of “in officers *6 provision “ex- [sic] a Court described them,” either of authoriz[ing] bringing action in the fed- pressly of that Justice concluded id., at 86. Chief courts,” or state eral congress, opinion “evince[d] provision this latter right imply in right a sue to sue does not that the expressed,” it be ibid. union, unless courts years again 15 later in Osborn. issue to us same came By Congress Bank of second had established this time it “to sue a charter that authorized States, impleaded, plead answer and be an- and be sued, having in defended, all state swered, defend and be competent jurisdiction, circuit court of United and Apr. 266, 44, §7, ch. 3 Stat. 269. 10, 1816, Act of States.” again language, speak- interpretation the Court, this its heavily ing through on Marshall, relied Chief Justice developed analysis, especially contrast Deveaux and be sued” between the first bank charter’s “sue there against authorizing provision bank of- suits and its Holding that the lan- Osborn, Wheat., at 818. ficers. See plainer guage charter “could not second bank’s jurisdiction, conferring explanation,” the Os- ibid., as.holding general distinguished that “a Deveaux born Court mentioning sue, Bank to without the courts in the may give right courts,” not to sue in those Union, Wheat., at 818. basic rule thus our next occasion to established,
With the nearly the issue did not arise until Bankers Trust, consider century later. The federal charter considered in that case corporation plead a railroad “to sue and be sued, authorized impleaded, defend and be defended, all courts of equity 3, within the United Act of law States.” Mar. § Testing 122, 1, 573, ch. Stat. against Osborn, that construed in Deveaux and we concluded literally analogues “d[id] that it follow” its considered either of the earlier cases, S., held, 241 U. never- import” generality and natural same “the had that it
theless, we Thus, charter. first Bank in the contained the clause fed- authorize failure found Deveaux followed jurisdic- grant of federal expressly no litigation eral at 304-305. S., 241 U. tion. held we where Duhme, D’Oench, came
Last jurisdiction. That original federal granted FDIC’s *7 diversity of explained, “based not, we brings this corporation, Respondent, a federal citizenship. authorizing or be to sue Congress it ofAct an under suit ” 315 equity, or Federal.’ State any or of law court ‘in sued omitted). per (citation It is footnote 455-456 S.,U. at argument, in an respondents stressed fectly true, another comment quoted without we accompanying footnote “ of a civil ‘[a]llsuits providing that statute, part of the same Corporation which the equity to or in law at common nature of the laws under to arise pаrty shall be deemed a shall be any to which suit such Provided, That States: a State of capacity as receiver party in its Corporation ais obligations of de rights involves bank and bank'under State such creditors, positors, stockholders laws of the under the to arise not be deemed shall law State did footnote 2.4 The 455-456, n. Id., at United States.’” held Court any that the doubt raise however, not, sued” and be the “sue the terms jurisdiction to rest on natu contrary, treatment footnote’s Quite clause. provision importance rally expressed the subordinate might the FDIC receiver bank’s quoted. as a While it grant of federal as a clause deemer benefit lose the 4 statute originally enacted language was and be sued” “sue ch, 162, 172, 89, §8,48 Stat. 1933, Banking FDIC, see Act creating Banking statute, see 1935 amendments and was reenacted Stat, also 684, 1935 amendments 101, 614, § 692. 1936, 49 Act of ch. 2 of provision quoted we footnote the deemer time enacted for first (1942). FDIC, U. S. D’Oench, & Duhme Co. opinion in our 684, 692. See 49 Stat. settle the be sued” clause would the “sue and
jurisdiction, conclusively, any case.5 question B a charter’s the rule that congressional eases These support be read to confer federal may “sue provision mentions fed if, if, but only specifically court jurisdiction Deveaux, a “conclusive argu In the Court found eral courts. in the ment” against finding jurisdictional same doc in the fact that another provision sued” clause suits bank officers “in against authorized ument States, or of either of [sic] record Cranch, these two contrasting them ....” the Deveaux Court intended to indicate plainly provisions jurisdictional grant.6 the degree specificity required Deveaux, Osborn understood That is how certainly the latter as an “express grant as it described Bank Wheat., in contrast the first jurisdiction,” “without men which, charter’s “sue and provision, *8 5 D’Oench, litigate in Respondents argue parties that the Duhme did not par jurisdictional Respondents See 18-22. But the issue. Brief the jurisdiction is irrelevant to the force of our hold challenge failure to ties’ FW/PBS, Dallas, See, g., 493 U. S. 231 that e. Inc. ing on issue. (federal (1990) obligation own independent have to examinе their courts (1807) Bollman, 75,100 (Marshall, Cranch jurisdiction); parte also Ex 4 see J.) weight previous jurisdictional holding by Court (giving controlling C. to issue). jurisdictional had not raised though parties previous to case even 6 distinguishing provi between these two The dissent reads Deveaux basis, ground the that the author but rather on sions not on particular bringing the of a cause izing against bank officers allowed suits might if reading possible That be Chief Jus post, action. See of explain He did the differ nipped not it in the bud. not tice Marshall had jurisdictional question of the two clauses in significance ence the between provisions jurisdiction may granted only referring be in by saying that brought. simply explained of He courts in which causes action could drafting contrasts, opinion congress “the that by inferring, of the from the in right imply right the to sue the courts of the union to sue does not added). Deveaux, Cranch, (emphasis at 86 expressed.” 5 unless it be merely ibid., was held Union,” the of courts the tioning a right not] [but sue capacity... general “a Bank the give found thus The Osborn courts,” ibid.7 those in to sue Bank the secоnd stated sufficiently grant fed express its with provision, “sue and charter’s [Deveaux] from infer “[t]o remarking reference, eral courts those to sue a right conferring expressly words prem the which a conclusion surely right, not do give Ibid.8 not do warrant.” ises Trust we in Bankers established, thus rule Applying be sued” provision, charter’s railroad described and, holding courts, to federal reference of want its with Osborn, we found in Deveaux analogues it up against Justice Chief it announces what repeating us of accuses dissent opinion previous own Osborn, his misunderstanding, Marshall’s honored. are 271. We post, Deveaux. require support a not do cases argument, our respondents’ Contrary to requires clause a “sue under federal ment D’Oench, it is conferred. on court specific mention v. Bank Osborn reading. Nor any such course, Duhme, bars if even specification (1824),require such States, 9 Wheat. Bank was the second When books. D’Oench, were Duhme District and the Courts Circuit courts, the of federal sets chartered, two E. See, e.g., jurisdiction. original federal overlapping Courts, shared (as apparently was (1987). If Courts History of the Federal Surrency, provide charter wished Bank’s second case) framers courts, in one brought set involving Bank all suits specify which any jurisdictional necessary for been it would need This being invested trial of federal set early char drafters by the chosen means exists, longer no resolving significant in thought not be problem should to resolve ters larger part Moreover, the today. us before different issue very of federal mention charter’s speaks in Osborn analysis Court’s *9 See 9 particular. in Courts Circuit specification courts, its not courts would those specification charter’s Wheat., at 817-818. on that reliance indicate its to Court the Osborn it natural have made The fact required. to be specificity such ground, believed had narrower thought it strong evidence so indicate it did unnecessary. D’Oench, Duhme we it closer the former.9 Finally, based our “sue and be sued” finding charter, of the FDIC which mentioned the federal provision courts in but not a federal court. general, particular
The rule established these cases makes it clear that the Charter’s “sue and be sued” should be provision jurisdiction. read to confer the or- expressly authorizing to sue and be sued in federal ganization courts, lan- using in a “sue and in all guage resulting rele- provision vant identical to one on which we based a respects holding before, federal five jurisdiction just years provision a extends mere beyond general corporate capacity sue, suffices to confer
> offer several Respondents arguments against conclu- none we sion, of which find availing. manufacturing playful dissent is a conflict synthesis between our opinion cases and the in Bankers Trust Co.v. Texas and R. Pacific (1916). Co., post, 241 U. S. at 272. quotes The dissent first
Court’s opinion, construction the Bankers Trust that the clause at issue implied grant, there no but simply corporation rendered the “ 'capable of suing being corporate in any sued name law equity Federal, or territorial —whose as otherwise — ” competently adequate Post, defined was to the (еmpha occasion.’ omitted) 303). S., (quoting sis 241 U. The dissent then concludes that paraphrasing charter, “[t]hat of the railroad in terms that spell ju key adopts today, risdiction under the the Court belies notion that using Post, Bankers Trust was the same code book.” at 273. The dis attempts up sent thus set a conflict our analysis between and the result Trust, by suggesting Bankers interpretation that Court’s (i e., ones) confer including sue in courts subject should itself be to a second-order interpretation, which under our analysis require might holding jurisdiction, rejected the conclusion by the Bankers Trust "interpretation Court. This of an interpretation” methodology simply illegitimate, originating opinion not in our but in whimsy. the dissent’s Like predecessors, our construing we are charter, paraphrase. not a
A argument respondents’ work short make we can First, never federal conferral charter’s “well-pleaded com requirements subject theless appear on the must question (that the federal plaint” rule limiting the removal complaint) well-pleaded aof face Respond for Brief court. to federal from cases rule out erroneously invoke Respondents 38-46. ents e., i. jurisdiction, “arising statutory under” realm side based § 1831, C.S.U. on 28 jurisdiction based grant, independent separate and on a provision. Cross Charter’s Red ease, the statutory only to applies complaint” rule “well-pleaded The Bank Central V. v. B. Verlinden eases, see “arising under” Wright, (1983); C. 18B also see 480, 494 Nigeria, U. S. of A. Procedure Practice Federal Cooper, E. Miller, & De Chemerinsky Kramer, & 1984); (2d pp. ed. 82-83 §3566, Rev. L.U.Y.B. Courts, 1990 the Federal fining Role applicability here. no has 17; it 75, 67, n.
B congres- language used also claim Respondents amend- to the 1947 closely time enacted charters sional thereby confer intent congressional doubt easts ment Re- involving Cross. cases jurisdiction over to the amendment argue the 1948 spondents (CCC), amend- the 1947 Corporation Commodity Credit Corpora- Crop Insurance the Federal to the charter ment charter, the FDIC’s (FCIC), amendment the 1935 tion jurisdiction, grants of federal explicit includes of which each explicit using clear practice оf “a together demonstrate corporations jurisdiction over language to confer Respondents Brief created.” [Congress] had amendment up. CCC hold argument does exclusive, rather conferred enquiry, as it to this irrelevant 29, June Act of jurisdiction. See concurrent, federal than every §4, 1070. There is reason to eh. Stat. *11 great expect Congress explicit to take care in its use of lan- jurisdiction, guage given it when wishes to confer exclusive requirement longstanding employ- our to that effect.10 Its explicitly jurisdictional language ment of in the CCC’s case suggestion thus raises no that its more laconic Red Cross was not meant amendment to confer concurrent federal support respondents’ other Nor do the two enactments ar- gument. passed years apart The statutes 12 were and em- verbally ployed doctrinally and distinct formulations. Com- § pare Banking Act 1935, 614, 101, ch. 49 692 684, Stat. (providing involving that suits “shall FDIC be deemed to States”), Aug. arise under the laws of the United with Act of § (providing “may 440, 7, eh. 61 719 1,1947, Stat. that FCIC corporate any sue and sued in its namе in court of record having general jurisdiction, of a State or in jurisdiction [that] hereby court, States district is con- upon such ferred district court to determine such controver- regard controversy”).11 sies without amount These merely jurisdictional differences are semantic: the effect § provision depends of the FDIC’s on the 28 U. C. 1331 S. federal-question jurisdiction, general while the 10 Houseman, (1876) (“[0]ur 130, 93 S. judgment U. 136 Claflin been ... to affirm jurisdiction, [has] [concurrent it state-court] where by express provision, not excluded incompatibility in its exercise arising case”); from particular the nature of the see also Charles Dowd (1962) Courtney, (Claflin’s Box Co. v. 368 U. S. analysis of this question “has remained through years”). unmodified 11Respondents not repeat do the Court of Appeals’s argument original language of the FCIC charter respects tracked all relevant post-1947 charter, the Red Cross’s Congress’s and that later amendment jurisdiction of the FCIC charter explicit to make implicitly more thus sug gests that Congress language considered that juris insufficient to confer (CA1 1991). diction. See 938 F. 2d We hеre note adequately the Red Cross argument. rebuts See Brief for Peti tioner 42-43. § These 1331. independently functions provision
FCIC’s respondents’ belie substance form of both differences judge against which drafting pattern coherent of a claim amendment. behind intent ostensible any plausi- claim argument could respondents’ indeed, If, ignoring the the cost be at bility, it would “sue charter’s citing FDIC opinion Duhme D’Oench, the source sued” If S., at U. See 315 case. occurs it when is sufficient clause to be claim respondents with same certainly suf- significance, odds opin- that our fact any event, the standing alone. ficient before down handed D’Oench, Duhme *12 ion Con- that indicates Charter Cross the Red to amendment gress that holding to infer relied have may well Charter’s Red amendment to suffice FDIC’s to identical to make atS.,U. g., Cannon, 441 See, e. confer draw to entitled any event, was, in Congress 696-697. inference.
C to find statute behind look us have Respondents would 1947 argue they purpose when quite a different jurisdiction, confer to meant may have been amendment cаpacity to sue Cross’s clarify exists. basis jurisdictional independent an where suggestion The 23-27. Respondents for Brief See necessary clarification thought such may Congress bringing end an generally statute 1925 passage after 28 See basis. as a incorporation to federal § 1349 suggestion misconstrues § But this 1349.12 S. C. U. codified (currently 12 §12, 229, 43 Stat. 1925, eh. 13, Feb. ofAct See corporations federally chartered 1349). exception, The § U. S. C. enquiry. our States, irrelevant by the owned one-half over 3, supra. n. federally capac- affecting corporation’s chartered somehow speaks only jurisdic- ity by its own terms it sue, when respondents are correct that enactment If, then, tion. § amendment, the 1947 motivation cuts 1349 motivated § only jurisdiction. against given affected them, that 1349 against legislative history of the 1947amendment cuts points in to the extent it direction.13 them, well, Con- by, gress’s prompted revision the charter was fol- private advisory of a the recommendations committee lowed, Rep. Cong., H. R. 80th 1st the Red Cross. See No. (“[The (1947) amendment] Sess., 6 was drafted as the Advisory [the of recommendations made commit- result [They] incorporate] tee] th[at] the recommendations of .... .”); advisory Cong., Rep. . committee . S. No. 80th 1st n (1947) (“The legislation present incorporates, in the Sess., committee”). [A]dvisory main, the recommendations of Advisory Report “[t]he had recommended that should make it clear that the Red Cross can sue and be sued reasoning “[t]he the Federal Red Cross has Courts,” pow- in several instances sued in the Federal Courts, respect questioned. ers have not been However, view of limited nature of the of the Federal right clearly Courts, it seems desirable that this stated in Advisory reprinted Report App. 35-36, the Charter.” *13 Appellants in 90-1873, Brief for No. 132-133.
13 only The debate on 1947 the amendment to the charter’s “sue and be provision hearing. sued” occurred at a Senate Committee Hearings See on S. 691 before Foreign Relations, Cong., the Senate Committee on 80th (1947). Sess., only comments, 1st 10 The two relevant by both made Sena George, appear mutually tor to be contradictory on the matter at issue point here. At one George purpose Senator said: “I think of the the bill very clear, give jurisdiction is and that is to the in State courts Fed courts, ibid. eral think there,” Later, and I we had better leave it how ever, might he stated: “I think there question be some about right the of corporation a Federal to thought was, be sued in a State I court. id., is, purpose and I think provision,” still the of this at 11. 262 limited the with explicit concern Advisory Report’s recom- the indicates courts federal the of the to the prompted amendment “sue. change, which
mended than jurisdiction rather spoke to provision, sued” argue respondents this, Against sue. to “power” “can” the words of Report’s Advisory use the Brief See former. the not latter, the concern indicate over- to fine too parsing, fine This 25. Respondents for Report’s the thrust jurisdictional overall the come recommendation. speculate respondents text, the toward look a final attempt clar- to explained as an can amendment 1947 under courts capacity to enter ify Cross’s Red 25- Respondents Brief jurisdiction. See diversity their federally theory that argument turns any particular citizens not are corporations chartered diversity juris- themselves may avail thus State, and Univer- Howard (quoting Walton 26 id., at See diction. 1987)). com- Respondents (DC Supp. 826, 829 sity, F. addition how explain to however, pletely fail, to the Federal” “State words Indeed, problem. jurisdictional this claimed might address courts particular by specifying amendment, status Cross’s the Red opposed to Cross, as open rectifying as- an ill-suited particularly party, seems a deficiency.14 party-based serted step a further suggestion carried respondents argument At oral attempt an explained could amendment that the speculating diversity jurisdic when access Red Cross's to ensure decision our until present concern, presumably existed, due tion 582, about Co., 337 U. S. v. Tidewater Co. Ins. Mut. Transfer National Columbia- District giving statute the 1940 constitutionality diversity as state- sue in rights the same corporations chartered speculation, But Arg. 30-31. of Oral Tr. corporations. chartered thеory Congress For on much. prove too sound, would if diversity jurisdiction problem against constitutional hedging been Cross, the Red to cover special to a resorting *14 argument obviously, respondents' violates. most Perhaps as some as well used, the language sense of the ordinary charter, construction. statutory canons basic be sued courts “to sue the Red Cross authorizing States,” of the United within the law and equity to failing as empower be read cannot simply faet, when That having jurisdiction. courts in federal to sue the 1947 justification the Advisory Report’s combined limited jurisdic- courts’ to reference amendment to supra, that capacity doubtful extremely leaves see tion, simpliciter motivated Indeed, that amendment. sue sue in federal clear preamendment Red Cross’s re- construction statutory canon of into play calls courts if read, possible, to be in language a change quiring Gage, g., 327, 337 Brewster see, e. S. U. effect, some on Construction Statutory 2A Sutherland Singer, N. (1930); toward hard rule which here 1992), tugs (5th ed. §46.06 rev. amendment.15 the 1947 reading a jurisdictional D’Oench, by following was intended Cross maintains exactly the Red what and Osborn. Duhme vintage, theory of recent Red Cross’s complain that the Respondents it from against a suit Red Cross removed in which the citing a 1951 case grant any independent not on based to federal diversity. party on rather provision, in the "sue implicit National Red v. American (citing Patterson Respondents See Brief 1951)). failure (SD However, Red Cross’s Cross, Supp. 655 Fla. 101 F. theory it ad petition its removal 40-year-old ease base in one cur on the Red Cross's respondents’ attack today nothing to adds vances interpretation. rent argument, Brief for respondents’ see adopts and refines The dissent parallel of federal treatment 1947 amendment’s that the Respondents conferring reading amendment against courts counsels and state D’Oench, answer is that The short jurisdiction, post, 267-268. see held to we argument, since Duhme forecloses exactly parallel made the same jurisdiction in case confer federal that, beyond the reference going But and stаte courts. mention of federal lest a mention included presumably was as federal courts to state well them) (in jurisdiction to taken as alone order Moreover, exclusive federal intent confer motivated an counterparts provision, like its the Red Cross Charter’s *15 264
V courts federal of the the jurisdiction leaves holding Our Osborn, ago As long limits. Ill’s Article within well is jurisdiction under” “arising Ill’s that Article held federal-court to confer Congress to authorize enough broad corpo chartered federally involving over actions consistently haveWe at 823-828.16 Wheat., 9 See rations. Re R. See holding. of that the breadth Pacific reaffirmed Dunn, re 374, 11-14; In S. U. Cases, atS.,U. moval 305-306; Puerto Trust, 241 U. S., at Bankers (1909); 383-384 capacity to sue Duhme, D’Oench, confers both Osborn in construed federal and state both to sue in capacity jurisdiction. While amendment, may it the 1947 before already clearly established was juris confer federal to word “Federal” the addition been feared state to sue capacity Cross's to limit Red the be misread diction would “State.” of the word inclusion by explicit reaffirmed courts, it were not if meant 1947 amendment the dissent’s conclusion It is equity law and language 'courts possibility that “eliminatfe] in the contained States' that was jurisdiction of within the sue might read to limit original omitted); difficult that is (emphasis and citation court,” post, federal Advisory inat even hinted is nowhere a justify. Such motivation as the acknowledged Congress Houses both document Report, re- congressional amendment, (quoting at 261 supra, see source Report not even does Advisory part of indeed, the relevant ports); App. to 35-36, reprinted at Advisory Report courts, see mention “reasonable hardly a 90-1873, at 132-133. It Appellants in No. Brief for granting some- it as 275, to view construction,” amendment post, at notes one requested. the dissent While Advisory Report never thing the hypothesis, ignores supporting its George’s comments of Senator jurisdiction-conferring a motivation explicitly notes other, which n. supra, amendment. behind the ca- clarify Cross’s 1947amendment party Neither reads intent, an and, evidence such courts, there is no рacity in state to sue reading here. embrace that we do not this case statutory jurisdiction out that pointed it should be Again, upon incorporation, rather Red Cross’s is not on the based asks contrast, question statutory grant. constitutional specific “arising over cases for federal Article Ill’s whether grant. to allow sufficiently broad law” under federal (1933); Verlinden, 476, 485 Co., 288 U. S. Russell & Rico v. repudiate such be loath We would S., at 492. 461 U. Congress surely- has on which longstanding rule, and settled Pennsylvania rely, Co.,491 v. Union Gas cf. entitled to been (1989) part concurring and dis- J., 34-35 U. S. (Scalia, gives senting part), reason to contem- us no and this ease overruling plate it.
VI Appeals judgment reversed, is and of the Court proceedings with consistent this case is remanded opinion.
It is ordered. so Justice, Justice The Chief with whom Scalia, Justice Kennedy dissenting. O’Connor, join, and Justice grant- today that a statute concludes whenever The Court “power federally corporation and ing to sue chartered a (as opposed specifically the federal courts mentions language), embracing general merely the law them within corporation only to confer on the not will be deemed (which bring all words capacity suit is that the and suffer say), district courts also to confer on federal corporation that controversies to which over and all linguistic party. confusion—in which a This wonderland they say to mean what and are sometimes read words they say based also to mean what do not other times read —is premise that eases in this area establish our on the erroneous departs ordinary “magic jurisprudence from words” English usage. simply our cases reflect the fact, rules of reading fact the natural some and be they capacity confer and clauses is that both reading Charter is that the natural of the Red Cross Since only capacity, respectfully it I dissent. confers
I Charter, §2, Section U. S. C. sets Cross powers corporation, forth the various such estate”; personal and hold . . real . and “to have power bylaws establish ordain seal”; “to adopt “to be as may things acts all such “do and to regulations”; The second purposes.”1 [its] . . promote . necessary in courts sued to sue power is “the this list item within the Federal, State and equity, lawof Ibid. The presence this States.” con- powers ordinary corporate or less of more a list amidst estab- It merely suggest: themselves words what firms may which a juridical person the Red lishes the Red court, and an American to a lawsuit party corpora- chartered federally as a its status despite Cross — immunity general Government’s share tion —does (“The aof 17(b) Proe. Rule Civ. Fed. suit. Cf. from the law determined shall be sued sue or corporation on Corporations Thompson it was organized”); under entirety: amended, in its provides 2, as Section National Red ‘The American shall corporation name “The succession, perpetual name shall Cross’, *17 Federal, or equity, State and of law be sued in power to sue and real hold States; and to such to have of the the within dispose of the to and deemed advisable estate as shall personal and for estatе bequests personal of real and devises, and same, accept gifts, to and forth; adopt a seal set to hereinafter corporation purposes of the right to have the pleasure; and to have destroy at to and same alter designated, as an em- purposes use, out hereinafter carrying and to has ground, as same on a cross white badge, a red and Greek blem twenty-second, eighteen Geneva, August of the treaties described been hundred and twenty-seventh, nineteen sixty-four July and and hundred thereto; or- acceding by the several nations adopted twenty-nine, and with the laws regulations not inconsistent bylaws and dain and establish thereof, do generally to and State of America the United States of provi- carry effect the necessary may into things such all acts and promote purposes this title and 6, 8, and 9 of 1, sions of sections orga- is as the corporation designated created organization; said and the said relief treaties. to act in under authorized matters nization which is treaties, delivery of brassard allowed the said accordance military author- shall be left time war neutralized in for individuals §2. ity.” 36U.S.C. (“[The sued] 1927) (3d power to sue p. ed.
§3161, every incorporating practically expressly conferred is (“sue (1988) 554-557 549, act”); Frank, 486 U. S. Loeffler immunity). sovereign clause waives language nothing of this question in the beyond It is regulating anything to do with suggests has that it corpo- grant of the federal courts. way implies a no be sued in power to sue rate corporation merely places jurisdiction; it federal-court person, look else- who must footing a natural same getting into his ease court. grounds for to establish where corporation upon a most authority a are conferring Words upon court, conferring jurisdiction illogical means of way. Moreover, normally be understood would juris- subject-matter extraordinary a new to confer upon general, rather than upon courts” “federal diction court or courts. particular federal ante, 8, n. believes, see apparently
The Court specific functionally equivаlent §2 ato is other court could since no courts, district to the reference recipient reasonably intended to be been applying Perhaps intuition grant. so, butchering it is much of the text that requires a random such the intended that no assume reasonable to more granted clearly recipient. The Red appear, so that it could courts, in all be sued sue third-party example, party action Court in a as a § and in an action 28 S. C. Trade, see U. International Court, see Claims Claims the United States before 14(a) (Mar. 15,1991). simply basis, no textual There Rule legal saying except that it legal intuition, for and no basis *18 jurisdic- independent basis of establish an in addition must though proceed not in the it does courts, in those tion courts. district only language not of this not does fact, among treat
distinguish it also does fed- courts, federal differently Red courts; the Cross state courts from eral parallel treatment “power” This granted to sue in both. juris undermines a even further and federal of state provision cannot reading statute, since the of the dictional allowing enter reasonably the Red Cross be read as independent establishing basis court without reading appropriate Such under state law. questions. Brown present Cf. constitutional serious (1944) (Frankfurter, J., concur Gerdes, 321 U. S. v. (1990); Pit Herb v. ring); Rose, 356, 372 496 U. S. Howlett v. (1945);Minneapolis Louis & St. cairn, 117, 120-121 U. S. (1916);but cf. San 211, 222-223 Bombolis, 241 U. R. Co.v. S. Adequate Henry Mississippi State Ground: and the dalow, v. 187, 207, Rev. Proposals 1965 S. Ct. Doctrine, for a Revised cannot the Red Cross Charter Since n. 84. ju not state fairly but be read to create creating either. Ed it as construe we should not risdiction, (1983); Corp. 147, 157 463 U. S. NLRB, ward DeBartolo J. Chicago, Bishop 490, 500- 440 U. S. NLRB v. Catholic (1979). seriously think it I do not indeed, I therefore conclude— reading the “sue and natural contestable —that upon § 2 confers clause of U. S. C. sued” only and federal in state to “sue any jurisdiction upon court, state it courts; does not confer or federal.
II disagree my analy- do not I understand language. ordinary meaning statutory Its sis ordinary meaning, theory regardless our cases that, might “phrase art,” termed a have created what whereby jurisdic- a “sue and be clause confers federal specifically “if, if, tion mentions Ante, at while the uninitiated would Thus, courts.” phrase consider the “sue and sued in thing States” to the same as “sue and be sued mean *19 that our believes federal,” the any or court, state former) (but aas the not latter the established have cases any federal, or state court, sued in be for and shorthand over have courts shall district and this used Congress to have assumed is any action.” such provision enacting cleverly code crafted my do our cases view, Ante, at 251-252. here. issue to them. cryptology Court attributes establish we have considered prior cases in which four Rather, are clauses implications of “sue rules simply applications of conventional understood best statutory construction. Deveaux, 5 Cranch States the United In Bank of establishing the provision (1809), Act held we the Bank stated which States first Bank sued capable to sue in law ... able “made place any whatsoever,” other or record, . . . courts courts on the federal not confer 192, did 1 Stat. Construing by brought the Bank. adjudicate suits meaning, ordinary their statutory in accordance terms (as respect the Red I conclude with concluded we merely gave to the Charter) “a any which court corporation, appear, as a corporation to by brought if cognisance cause, by law, would, added). (emphasis ex- We at 85-86 Cranch, individuals.” case) (as Act’s that the undiffer- in this pressly I have noted compelled conclusion courts of all entiated mention given jurisdiction is jurisdictional: provision was not “If given equally to all courts, it to the this clause original jurisdiction, all how- having sums added). (emphasis That they may Id., at 86 be.” small ever contrasting provi- immediately followed statement provided cer- section Act with another sion “may the Bank against ... the directors tain actions States, of record of brought... provision, said, we That them.” 1 Stat. of either of in the fed- bringing that action “expressly authorizes congress, opinion of “evinces the courts,” which eral or *20 right in the sue imply a right not to sue does that expressed.” Cranch, it be unless union, оf the courts thought the Court the reason think, I that clear, It is 86. “expressed” the direetors-suit under right to have been provision it, before “expressed” under provision, but not “of the happened to mention courts the former that was provided contrast no that would For United States.” above) (italicized that jurisdiction against argument to the any court just to suits “in Reference made. had the Court is no them,” of States, or of either the United of of record scope to suits than reference operative in its universal less objec- subject the same hence record,” of “in courts giving contrast- (to a presumably was the Court tion indiscriminately conferred jurisdiction example) ing that any and all for original courts on all amounts. weird claims, the Court not, establishes
Deveaux in a “sue courts principle the federal mention of quite jurisdiction; differ- rather, but confers clause sued” reasonable) (and proposition that mention quite ent allowing particular cause provision a a in federal courts the “sue brought between so. contrast to be does action authorizing provision certain clause and and be lay, mere substitution against not in the the directors suits the latter phrase in the fact another, but of one broad brought in authorizing particular actions be provision, ju- reasonably confer read not to be court, could not federal capac- conferring general merely A risdiction. reasonably read to ity bring cannot however, actions, jurisdiction.2 confer right to sue that “the believes Deveaux’s statement 2The union unless it imply right to sue the courts does not (1809) Deveaux, 61, 86
expressed,” Bank States v. Cranch Ante, my analysis. added), with inconsistent (emphasis is somehow fully our subse- reading consistent of Deveaux This States, 9 Wheat. Bank United quent in Osborn decision (1824), clause “sue and be sued” which construed conferring jurisdiction fed- Bank’s charter the second provided that the courts. The second circuit eral capable, to sue and in law ... able and “made Bank was jurisdiction, having competent state courts in all ... sued States,” Stat. circuit court gener- power all courts sue, not in By granting the Bank (as Deveaux), particular courts, this ally but merely capac- rather suggested grant than strongly suggestion was confirmed ity And to sue. empowered in state courts to sue the Bank was the fact jurisdiction,” circuit “having competent *21 n simpliciter. jurisdiction to the in mind as had If the statute opinion in Osborn as the well. Our other it must as one, by adopted approach “magic words” not invoke did language “ad- today, that the charter concluded Court interpretation” made could not “be mitted] but one explanation.” at by Wheat., 9 817. plainer apparently distinguishing noted, Deveaux, Osborn today case’s contrast does, as the that misunderstood Court grant “express between “general words” against and the directors suits
courts” over [did] mention “which not clause, “sue and of the that, from All it at 818. concluded Wheat., 9 courts.” those general ca- “a established that however, was that Deveaux mentioning the courts of pacity sue, without the bank to in may give right courts.” to sue those a Union, not logically from that not follow Wheat., at There does 818. today: any grant of announces the rule which Court will federal courts general with mention of to sue simple Court’s statement Quite opposite is true: The 255, n. 6. call, obviously a not to expressed” is must “be plain meaning of the statu- cryptograph, but to discern the for the reach language. tory reading of this Court’s confer
suffice significance to giving talismanic as language from Osborn simply inconsistent is any of federal “mention” Deveaux) (like purport confer did not Osborn fact that sug- any meaning than other clause the words on import. by gested their natural by our confirmed reading Osborn of Deveaux
This Co., R. Texas & Co.v. in Bankers Trust later decision Pacific “plain” (1916). that a to be held it we There S.U. corporation stating “shall provision that the railroad equity law and in all courts be sued ... to sue and be able juris- not confer 574, did 16 Stat. States,” within our earlier Had S., at 241 U. court. diction by adopted “magic rule words” for the stood cases simply not- that conclusion today, reached could have we specific refer- not ing contain did at issue the clause we what however, not, That courts. the federal ence to specific reference of such the absence Indeed, did. In- opinion. id., at 303-305. even mentioned sought the sense to determine before, we stead, meaning ordinary its lan- considering “Congress guage concluded We context. altogether jurisdiction] [to expressed purpose [a] confer had “the same id., these, than different words” import earlier did those generality and natural added). (emphasis Consid- [in id., Deveaux],” bank act *22 powers, listing corporate these of a their context ered in that established words jurisdiction
“Congress with was not then concerned corpo- powers of the but faculties of courts evidently creating; was all that was which it ration capable suing corporation was to render this intended any corporate court being its name sued equity state, or territorial —whose or Federal, law — competently defined was ad- jurisdiction as otherwise added). (emphasis Id., equate at 303 to the occasion.” that in terms charter, railroad paraphrasing That adopts key Court spell under using the Trust was Bankers any that today, notion belies book.3 code same upon Court relied case and final fourth (1942). In FDIC, U. S. & Co. D’Oench,Duhme a fed- whether to consider granted certiorari case, we that apply the conflict-of- nondiversity action must ain court eral ultimately not ad- did We State. the forum rules of laws (because rule that we concluded question dress law, see state, than by federal, rather provided decision question setting forth 456), course id., in the at conceded, parties had all that, as noted presented, we rest on did court district the federal jurisdiction of diversity: brings this suit corporation,
"Respondent, or be authorizing sue it to Congress Act of an under equity, Federal.’ or State any of law court ‘in sued §264(j).2 12 U. C. Act; S. Reserve Federal B, Sec. of a civil ‘All suits provides: further Act subdivision "2That Corporation shall which the equity to law or in common nature at laws under the arise be deemed shall party abe States....’”
Id., at 455-456. views as heavily case, relies “ power cоrporation ‘to granting a holding a statute equity, or Fed- State law or "in be sued sue or courts. district establishes eral’”” say language quoted that, did Ante, at if the Even 254-255. ante, interpretive should rule n. protest, The Court’s railroad charter Trust’s paraphrase applied to Bankers not be no relation to rule has confession is a that case frank issue in e., English meaning in the discerning ordinary principles —i. consistently pur we have very principles that no relation it has in this area. ported apply *23 significance great such to attribute remarkable would be my point. But in view passing on a conceded comment
ato must be read say anyway, the footnote since that it does not juris- single explaining basis together text (rather explaining it, would than, as the Court diction even the in case where separate a bases two obiter). quoted language in the explanation The is of one part says, of the “another from not, footnote pro- the continuation 254, but is statute,” ante, at same (1940 ed.). §264(j) quoted 12 U. S. C. text, see in the vision prediсated expressly complaint D’Oench, Duhme And the “arising] one the action was on the fact of Record in Tr. States.” the laws under Corp., Deposit Ins. O. T. Federal Duhme D’Oench, & Co. language thin reed p. case is a in this 206, 3. 1941, No. rudimentary princi- upon to rest abandonment cases) (followed a ple even in other “sue meaning suggested the “natu- given the statute should supra, at 304. Trust, import” Bankers of its ral terms. b-i I—II reading Finally, argues a the Court required of construc- the canon the Red Charter ordinarily should to statute that an amendment tion original having Ante, no effect. read as contain did not in the Red Cross Charter and be sued” clause argues phrase and the Court Federal,” “State weight gives reading to that addition— decisive —-which agree. strongly preferred. I do not to be Ibid. is therefore my reading clause ren- case that Even if it were the superfluous, phrase I consider that small dered (and competing impor- adhering price pay more to the tant) statutory be construed in should canon meaning. ordinary itAnd would seem accordance with its surрlusage particularly appropriate here, to run risk question one of a number of since the amendment *24 50, §3, Ch. comprehensive changes revision. in a technical (1947). 80, 81 Stat. of natural-meaning the construction any event, a inBut amend- the 1947 not render does clause and be sued” Fed- or words “State of the addition superfluous. The ment language of “courts the possibility the that eliminates eral” States” equity within law and 23, §2,33 original see eh. charter, in the was contained that grant added), might to limit read (emphasis Stat. are not State court in capacity sue “juris- unless States “jurisdiction” of the United within referring to relatively rare sense in taken is diction” words of the power. addition The territory than rather ambiguity. this removes or Federal” “State ground there that argument on rejects this The Court 264, 15. Ante, at n. intent.” an of such evidence is “no To sat- it irrelevant: is assertion answer to best enough there invoked, it is isfy has the Court the canon statutes old and amended of the construction a reasonable superfluous. why is not explain the amendment that would wrong. thеAs that it is to the assertion answer Another 13, one opinion, ante, n. in notes elsewhere Court Congress on a Member only made comments of the during George’s statement, was Senator this amendment confirm was to purpose hearings, Hearings court. See capacity sue Cross’ Red Foreign Relations, on Committee before Senate S. 591 (1947).4 Cong., Sess., 11 1st 80th ato stated, response George also points out that Senator Court amendment, by the be covered should foreign courts question whether State courts give “‘to bill was purpose that the Ante, it there.’” better leave courts, we had and I think and Federal obvious) George (as that Senator concluding seems than Rather n. “give jurisdiction,” phrase using imprecision speaking with George was Senator likely conclusion the far less draws the Court Ibid. later. only a minutes few what he said contradicting himself in flatly *
* * sug- no Charter contains Because the grants jurisdiction, gesting it I conclude that in a state or federal to “sue light appropriate I find conclusion, unnecessary question addressed to reach the constitutional judg- opinion. I affirm the V of the Court’s Part Appeals. ment of the