Bank of Augusta v. Earle

TERM, 519 Joseph Augusta, error, of Plaintiffs in Earle, vs. Bank B. The Defendant in error. States, the United error, of Bank Plaintiffs in vs. Wil The D. Primrose, liam Defendant in error. and Company, New Orleans Carrollton The Railroad Plain Joseph B. error, vs. in Defendant in error. Earle, tiffs An . In the case of the Bank Whenever a The.nature n (cid:127) . Pennsylvania, on bills bama, for pose ficial from bills and change, Augusta said the by tQ exchange; of a the name of of a agent tended decided that ment of that of since been terms, to a question of the at of the in a set forth by proper Circuit Court Cranch, 167; corporation; extend to which it Courts of the action bill Mobile. the the United Stajes-of non-payment, ageút rights New Orleans United intrusted funds to Court. of rights some hesitation. being of the hank resident by plaintiffs such bilis laws Circuit Court.was, being was instituted of &c. exchange, the of the may. the Bank of the and character.of exchange drawn at contracts and that the corporation Bank recognised valid; as is a it'ean States was created of farther The bill was the contract corporation, Circuit Court corporation incorporated by the hank. The and if discounted with them for The Circuit Court held that the' lawfully Alabama, arid the Dartmouth notes, against and for the usually state bank, Mobile, jurisdiction .belong and returned to Mobile. and Carrollton and that cases claim Augusta of made than it was averments, it- discounted of States. in in as authority Augusta, Georgia, against makes the appeared a valid exercise, have upon states purpose paid purchase conferred The jurisdiction; Pennsylvania, of Head and Pennsylvania to members and by the Circuit Court of the United was and whether payee, charter, protested its. .the for the súme in notes of the corporation^ the'sole propriety United vs. gave-judgment a of the to deal Mobile, But void, Mobile, cpntract, plaintiffs defendant corporation, especially the three cases; contract, of agent Joseph carried for the rights by Railroad of the the might purchasing in that case and-not Cpllege corporation United the States banking purpose for .to endorser of Alabama, Amory of the of that decision vs. authorized Which me B. E bills purchase bank in as gave judgment under the laws in that a acquired benefit look to bills of it is non-payment, defended the Primrose, were an act of the Court. But Company citizens'of the contract 2», Woodward, several,.occasions ü. The bill States, bank, by for the vie. possession is. institutions, bills of Deveaux, plaintiffs the Court citizens of the the .the purchasing might sué on case; Georgia. The Providence exchange, contract of the bill a by the the who The given'to sue; New agent of legal statute, character of the the defendant. was vs. exchange, held in another bank, bill.. defendant, Suit state. had Supreme and a for' charter to sue plaintiffs, legislature Joseph fully Could not York, title branch than the state made and endorsed for the pur- confined-its decision, such States another state, Alabama. on the contracts funds and the extent The bills principle in its it in that Supreme funds bills of with their and The the Wheaton, 636, evidently assented individual-members. the suit which had as which exchange defendant. The case B. Earle, plaintiffs never been legal of the Court reversed the composed In the sovereignty. question for the Insurance a a belonging in his hands under consideration facts corporate recover was instituted in the’ of exchange; corporation by bills-by persons citizen purchase were has never been ex- character, entity; funds, funds-toere. derived Georgia, and be'sued in The to, went, bank case of the Bank and the fact District were by and it been on. of the discounted of Circuit Court tire decided, of Alabama, Company, supposed composing the name in the of Alabama, cited. even the the bills of citizens bills purchased- prohibited similar belonging the and have purchase. protested remit purchase has and not hank of' bank of opinion express powers safar, of,ex- virtue judg- bank, Ala- .ever arti- was. the the the by of .to in. ^[2] a . SUPREME COURT. can no make and do assumed, contracts, either acts, safely corporation within or creates it, without the are authorized its charter except (cid:127)/ agents, be done and those acts must also such officers or and in such manner authorizes,'' creating if charter the law does And, the true not, construc- give right of charter, tion the words used in the to the exercise its the powers beyond limits of the all contracts made it in other states would be void. by legal It is a true that can have no existence of out the boundaries of very the corporation sovereignty which it is If in created. exists of and force contemplation by by longer obligatory, of the and where that to law; law ceases and is "no the operate, corpo- , ,It ration no can have must dwell the in of its and existence., creation, cannot place migrate although sovereignty. being to another Bat live , must and its have in that state it does not recog- means follow that its existence there will not be only, yet by any objection nised in other and its One residence in state creates no to places; insuperable contracting being, its intangible of in It another. is indeed mere artificial invisible and power it is a for certairi in of and has yet law; person purposes, contemplation recognised as the of decisions this Court. It is sufficient that its existence as by acknowledged recognised an artificial the in state of its creation, and person, the by dealing law of the nation where the takes and that it is the laws of place; permitted by to exercise there the with which it is endowed. place, powers of justice foreign Courts have and executed contracts made in a expounded always country according to the laws of the in which were that law made; was place they not provided repugnant to the laws or of their own, The thus extended policy to country. comity sovereignty. other nations no of It is the act of the nation impeachment voluntary by which it is and inadmissible when offered; its prejudicial to its contrary policy, largely so interests. But it contributes justice between and individuals, promote sovereignties belong; intercourse between the produce to.which friendly they justice Courts of have law acted as a it, the of continually of upon part voluntary ' nations. , excluding The Court can reason sufficient for from the of the law the perceive protection of contracts when to the not of known the corporations; contrary policy injurious nothing exist, state, or to its interests. It is more than the admission the of |oy. ence of an artificial created the law state; of another and clothed person with the making recognising of certain It is contracts. but of the usual the law comity (cid:127) of another-state. sovereign The stales the Union are and"the states; oí and the events history past occurring, strongest which are furnish the daily evidence towards adopted the laws of in each their fullest extent. comity legislation' Congress, In 'the of where the states and the of the several states people are all general we shall find of understanding the in represented, the proof United States'tliat among the by states, chartered comity were one, corporations by permitted' to make contracts the others. It is well among settled, law of by nations, created one comity by sovereignty is to make contracts in and to sue in permitted another, its and that Courts; among the same law of sovereignties the 'several of this" comity prevails" Union. The long and usages general known and public, continued trade, acquiescence welf legislation states; legislation some of particular as well as of Con- them, gress; proving all concur in the truth of this proposition. '-privileges government Franchises are conferred special do individuals, by upon n belong right. the citizens of generally common is essential to country sovereign the character grant a franchise, that it should be a from the pf authority; in this no franchise can be country, derived from a held law of the state. brings The of suit itwith comity and where contract; the one is comity expressly the other must according .Courts, also be usages adopted by presumed, .the unless the nations, can be shown. cohtrary state of Alabama has not judicial her merely acquiesced silence,-but tribunals have declared the of the law of international case of a adoption suit. comity The state of Alabama never intended, to interfere with the constitution, sell- ing purchasing exchange. bills When.the, manifest, aof state is policy Courts of United States would be bound to notice it, of its code of part and to laws; declare all repug- contracts in the state, illegal and void. it, nant TERM, 1839. Augusta vs. States the United IN error the Circuit the southern’ district Alabama. from the Circuit Court of These.cases were brought southern case, each Alabama, writs plaintiffs district óf of error. B. Joseph Earle, The cases of the Bank and of the Primrose, vs. William D. Bank of the States were argued by- the New counsel.- The case of Orleans Carrollton Railroad Mr. was submitted by argument Company Ogden, on in the. other causes. the; In case the Bank of Augusta B. Joseph’ Earle, the- facts were the following:— incorporated legislature The Bank of Augusta, state- district, the Circuit Court southern Georgia, instituted of of Alabama, March, 1837, Earle, B. against Joseph action a. citizen of the till of at Mobile,, dated exchange, 3, 1836, drawn at sight, by Fuller, sixty days Gardner,, November Co., York, C. New Co., on B. Burland favour of Joseph bill, endorsed, thousand Earle, B. him for six dollars. The drawees, was afterwards protested for- accepted by was returned with protest plaintiffs. non-payment; were counsel for agreed .by facts the- following defendant; and were and submitted the Circuit. the plaintiffs Court:— “ the this action facts upon The defendant defends following that: are a corporation,.in- are admitted the plaintiffs; plaintiffs by and; the of the state bf legislature act of Georgia, an corporated by banking institutions, conferred upon as to. usually the &e. That bill sued on was exchange, bills of made purchase discounted, of being the purpose by' and for Thomas- endorsed funds,of bank, said who'had of the McGran, the in agent plaintiffs of bills, which hands, purchasing the funds purpose his for were notes, discounted Georgia and by derived from bills said plaintiffs, in the Mobile, McGran, and said as agent aforesaid,, in and-payable on, the sued said bill in and the purchase, did so discount of city said aforesaid, bank, for benefit and Mobile, state with their- of funds the said funds; and to said plaintiffs. remit this; that the facts constitute “If the Court shall say defence defendant, for will be otherwise given for action, plain- judgment bill, interest and costs; of damages, the amount tiffs, for either- ,of writ of appeal error Supreme; to have the party facts, of and the Court, judgment the statement upon thereon.” Circuit for defendant. Court’gave judgment The States, incorporated by The Bank of United the legislature- as the of a bill holders of exchange- the State of Pennsylvania, of five three thousand hundred and for non-payment, fifty protested, Mobile, on the Gascoine, at 14th Charles dollars, January* drawn by Gascoine, York, J. and C. of New favour 1837, months, at four of' him instituted endorsed, October, Primrose, W. D. and 1837* of bill, endorser Circuit action against fon ,66 2x2 COURT. SUPREME Alabama., district’ of facts The-agreed the-southern of the case, Court, to-the Circuit were as follow: .were submitted are a under body corporate, existing' and virtue The-plaintiffs “ the state of a law of of Pennsylvania,.authorized by its-charter sug'and sued the name of the President, Directors, and Com- States, of the Bank United and to deal in bills pany change, of ex- and is of citizens composed Pennsylvania, -states and. States other than the of Alabama. The de- is a citizen the state o'f' 'of Alabama. George Poe, Jr., fendant was the resident in plaintiffs, .Mobile, and agent.of possession intrusted to him for funds-belonging plaintiffs, sold bills the Poe,'Jr., The purpose purchasing exchange.' said George -as such on the 14th agent,, day of'January, 1837, a. d. at Mobile the bill declared for the upon, paid purchased same notes of the branch of .the Bank of the State of Alabama, at Mo- bile. The plaintiffs, to legal is the the.bill, defendant payee-of endorsed.it The was present holders. tit presented maturity bill acceptors,' duly protested and due non-payment; to the-defendant. given notice question for the of the. Court opinion on’the state-' foregoing is, ment of facts' -bill purchase whether said of exchange the. aforesaid, valid the-plaintiffs, contract under the laws was.a If the Court be of that”the said contract opinion Alabama. was valid, and the said plaintiffs, holders of the bill, said acquired, the legal title said then by the purchase, judgment thereto be ren- dered for the for the sum plaintiffs 5,350 dollars, with interest at cent-, cent, since 30th eight per May; and ten per damages on it.'But :if the Court be of opinion that sáid was purchase pro- Alabama,-and hibited laws the contract was therefore of. in- valid and void, to be. judgment rendered for the defendant.”-' The Circuit Court .gave defendant., for the judgment ..The of the New Orleans Car-rollton action Railroad Company, an act incorporated legislature Louisiana, was upon, Fuller, Gardner, drawn by Co., Mobile, .bill exchange, Earle, favour of Yost, Joseph Orleans, Fuller B- Ne.w for five thousand two dollars, and -ten protested hundred for non- against bill, action payment.' had been endorser at Mobile of the purchased- by-an who agent plaintiffs, had , funds in his hands for plaintiffs, the of belonging; purpose, bills purchasing exchange, as-a means of to New remittance Or- n n leans. . ’ The Circuit Court the gave judgment,for defendant. Mr; The case the Bank was B. argued D. by . Qg- Augusta deií, for the and by Mr. C. J. plaintiffs, Ingersdll,.for defendant. Ogden submitted the Mr.. also case'of the New Orleans-.and Car- Railroad the Court, on Company rollton in.the argument case pf the Bank of The Augusta] &c. Bank of case, United. by Primrose,, argued Mr. M?.'Webster,. States and -a?. Sergeant TERM, error, in for the and plaintiff Mr. C.J. by Ingersoll, Mr. Vande Gruff, for B. Earle. A Joseph printed for -W. argument Primrose, B. was also submitted Mr. by Crawford. Bank Ogden; Mr. that the Augusta, contended b&nic had a which the suit was become to- right purchaser bill of exchange on a brought; had recover its legal right.to amount the defendant, as against the endorser of the bill. were the plaintiffs owners óf a bill bills The exchange, had at which'they purchased Augusta, drawn Georgia, per- sons Mobile, were which remitted them to Mobile, were there The funds thus were paid. obtained, in the invested bill of is the suit, of this for the a exchange subject remit- purpose is, tance. The the for the determination of this Court whether had plaintiff’s to make the The Circuit authority purchase. Court of Alabama this to be to the laws of contrary decided Alabama. the decision of the Court shall be If Circuit sustained wound Court, will be inflicted oh the deeper commercial business of. the United States ever than it has sustained. principal means which the commercial the states of dealing between States and conducted, Alabama is be at end; will there will be no longer facilities intercourse for the purposes '. traffic, which aloné it is Nor and beneficial. will prosperous the effect of confined to the State of such Alabama. decision The corporation law which forbid principles dealing .exchange by a state, under the laws óf established another terms of its charter authorised to bills of expressly, ex- purchase will extent of same change, chases in other inhibiting full prevail pur- states; and thus exclude principal operations of Union. between In the state of Alaba- commerce ma, statesvof will operate most things such injuriously. condition that, pf are state, bills purchases exchange extensively made thus, states and ; agents corpdrations-of by. com- by petition proportion the-ratesof produced; in.a exchange kept due. those of other 'states. The large productions cotton state, in that enabled to realize to the.planter proper, and thus obtained., an states. state have the exclusive in the equal price planters neighbouring Should the banks capitalists Alabama to deal in the effect exchange, pf felt a monopoly extensively. will.be those Such in. out of which this exehange contro- operations arisen, has have been state of the versy transacted every Union. doubted; Until now, legality rip never been States, Court, or in has théir validity óf the United any'state been for more Union has existed (cid:127)before denied. The thán questioned it, half a transactions between composing century, states before the Court, have,, the same is now that which .character extensive ; of 'that and constant and been large period) portion No universally to.b.e found- beneficial. what- they have 524 SUPREME COURT. vs, Augusta df

[Bank Earle.] ever the of its act deny a legislature be to matter; may .or', it is not to admit in this power has intended argument; which to- and forbid attempted interpose prohibition dealing. such The in the Circuit on which its is Court, proposition decision no, is that a can founded, of one do commercial corporation state other, can business, contract, make in ány and can do nothing state of the Union, the law of the it which, state, that in created. This more States as- .proposition the injurious, as Unitéd sociated capital essentially com- necessary operations merce, and course, which the creation facilities inter- improvement of means. Associated accomplished large can here, capital individual accumulations place supplies large which are found in Europe. on but as to of a powers corporation, whom and to those be exerted. what can A objects powers corpo- clothed, ration 'is the creature and on with all the it. is when, bf a powers is, person. position side it leaves the charter, state it its it gave existence by granting loses its existence, and has nó existence This whatever. personal ais who assert doctrine, harsh and seems at war of those With principles and maintain It is true that rights. certainly corporation state, state, ih one is not a another the full exercise it was Georgiy, In if corporate powers.. brought into thorized being by carry law of au- may business charter; but in do but what or nothing, Alabama it' can the laws of do, authorize it Alabama to. as a corporation, these laws do not It suits in fbrbid. Alabama. If a may institute debt contracted in and the Augusta, debtor removes'tb Georgia, Mobile, no suit be instituted to recover debt in can Mobile? be’sued Alabama, at as it sue. can Congress 1825 act steamboat authorizing passed companies to own vessels, and to take out a on the ships register oath of'the owned and president tered in New fully steamboat company. Suppose regis- shall Mobile, York shall into there-be unlaw- put taken of; could no action be possessioh brought by com- for such a Could not the trespass? make an pany company ? Is agreement have the boat in Mobile it possible that repaired can be to the law ? given construction is better settled than that a institute Nothing corporation may than suits in the Courts other states and those countries under- 5,31. whose laws have been 1 Roll’s established. they may Abridg. Hobart, 113. Bulstrode, 2 32. 9 347. The Yesey, Nabob of Car- Jr., 1 2 natic vs. -The East India 371. Lord Company, Vesey, Ray- mond,. 1 5 Cowan, 152. 612.' 10 Mass. 91. 550. Rep., Strange, Oliver, The ciety Peters’ Cir. Court The So- King Rep. vs. Spain in' Gospel Wheeler, Parts Gal- Propagating lison’s Rep. Randolph’s Rep. 465. who. It is admitted those decision maintain tne of the. Circuit: TERM, 1839.

.JANUARY correct, nations,- the laws of to be corpo- Court Alabama suits out of the states or may'institute of other countries rations were created: but is said this in which they, principle countries and' to suits which are does apply practice established claiaifd ip state the States, a of one of United -to be instituted corporation tpwards that the states are not nations ; the Courts of another state of international' law do other, that the rules and principles each and that all the states one and each them; compose nation, not apply the United States. is in the nation of absorbed ' a doctrine as states Union. The This is strange laws, are similar said owe to same each having governments, is admitted be due nations. The foreign less than other contrary states comity and the to this would seem just proper. position Between is and is an of doubly due'; obligation highest comity influence. other and The' between each are sovereign states independent. ‘ "distinqt so far as They are and separate sovereignties, except they' the, the Con- .sovereignty by with some of attributes of parted with all their nations, continue to be rights, stitution. They with all the nations rights under all'their national in of obligations, each to the in common surrender-by every except particular; Union, of under the Constitution. The purposes rights objects when, absolute. each not so yielded up, of remain of the laws of have never for thé proof Congress provided of tile forward in Courts United states when they brought are states; or in-.theCourts States, proved foreign be laws There must state legislation every- are proved. special laws New as to legislated mode of other states. York-has proof a has on this been subject, provision made it. applicable.to states sue in which allows Every principle The laws countries, respect- Courts.of applies corporations. local in their character ing and necessarily mortgages provisions; a it has held that of one been become yet corporation may a cellor This was Chan- of lands'in another state. decided mortgagee Ch. Kent, Bank, in case Silver Lake Johns. Rep. -The held that created Chapcellor 3-70. In this case corporations a to enforce a right had mortgage legislature- Pennsylvania a in'the Court York, real in New proceeding property of New York. Chancery It are different; is said that a to sue and a contract right right a recognised because if is- person by'the a sue may corporation Alabama, a stand as a Courts laws of take may person a considered a of Alabama. Thus in Georgia person corporation no can be Alabama. It can a warrant of give attorney; s.uit a right sustained such a Why without warrant. allowed.? a exist- It is a recognised having personal because -is corporation a.contract, and not have a- How.can to enforce ence. Sue there be no to make á contract In can difference. right principle COURT SUPREME Augusta"te. to make a to sue right give right compromise of the Does suit ? This is a to make controversy con- matter tract, the. a contract. He who is a contract. institutes compromise fot a may suit declaration "a suit it. This is in a. discontinue that the Alabama, must made aver Ala- Court of contract this is not but bama.; travérsable. to a limited in action is assignable extent; chose but it A under assignees held the' laws appointed bankrupt sue in States. This may Courts' England existence to extra-territorial the "laws England.'- This giving ..an nations; and-such comity is-on principles'are principles tbe Intercourse nations. But ho to' if ex- between sustain essential can be rnade state by contract another can- corporation,"-it press not be a The law implied contract-. will not suffer-a party'to be, where be no contract can implied, express made. contract (cid:127) lead this would to. Bank of. Look at what Augusta may buy bill Mobile, and the be sent may a bill on collection. bank to Mobile-for in Mobile to the agent Ofthe paid bank; 'a contract, implied if a agent cannot make promise the- collected to Bank to. money can .remit he whole amount. a note raised"; may keep Suppose given the. be, the bank for the it would void. money, him The by doctrine is monstrous. the United States was forpaed to a The'Constitution.of establish national, and this is a government, important part most of the thus formed. The of the government great object Constitution was to erect -a for commercial government purposes, mutual for inter- mutual .The course,- dealing. of state prosperity every could ,and alone b'e of secured on these promoted by establishing principles arid on and’ of the reciprocity; security protection the citizens of. in all states state, each united by government. This Court a will hesitate either break befor'e it make long time will a decisión which will down or of cripple' whole the comnxercialinter- states, between'the and shake the foundations of all course ternal ‘commerce.- our in- the most One of important, and interests objects for the preserva- tion road is the the Union of of establishment railroads. Cannot the rail- York, of New corporations Pennsylvania; make Maryland, ,a a out contract for materials state rail- construction road? Cannot these companies procure to use on machinery state. railroads, in-ariother on They.cannot get without this right; These often run into railroads states, permission with the .those -has states; it-nevér been doubted that every coritract.for. made construction by corporations to which the railroads belong, out of the in state which were although- originally created, valid. Manufacturing corporations established in one by state" law of the state cannot sue in another state for debts due for articles if by corporation, made the Circuit the. Court of decision of TERM, 1839. Augusta m is sustained this "ofinsurance Court. by Alabama another made in .Policies than that in insured was, at property the' insurance, time of the will be void. The of New-York have a law legislature by special prohibited insurances fire in made New York against being by foreign corpo- rations. This shows a law thought without such legislature foreign had make such corporations right insurances, and to of York,.or New contracts made out flowing in .sue contracts 52. policies York,, insurance. Laws of New Revised Act of 18th, March It is not on the admitted that corporation may carry business’' (cid:127)for out laws created, gave exists it. whose But right ence. claimed this does not .interfere with plaintiffs in this The cannot on case. Bank carry business of forbidden.' transact the laws Alabama, for Ibis is banking' Alabama state,'it-could if law of that by'the But. not forbidden law there. common man banking every business of At business, has a on the banker,'and carry to become a right ' restrictions impose The acts of on- banking. England Parliament 379., 15 Johns. right. Rep, common state' Georgia^ case .citizens which plaintiffs the suit was' commenced; are so called writ They and transact Alabama, in.the right States they the United Constitution the' state of citizens any any persons', which- business laws1 not prohibited and which may carry'on,- partnerships. the state. of New York special authorize laws notjthése Have to in-Georgia to deal Alabama partnerships' ? n same, -the York This1 manner extent and in the same New one can do shows that person, any' the name under association .and other state all acts' York New of. citizens which. '- can do.. England collections made Large have been Bank States, States, drawn United exchange bills of and returned suggestion protested non-payment. There that the á corporation, Bank of England, could states ana of United- pursue such claims the Courts in. All those bills States, havd in the same individuals. manner as. and this after thenb amount; many been a collected small but very of the sales had' stocks’of- been in suit. and numerous put Large by states States, of the and of established corporations United states^ be_ These would in- have been England. made in states,' other the the defend- void-on the part same as that claimed principle ' the ant stock basis in this case. has herself issued Alabama state sold of the her out has been banking- and this stock of. capital; of this amount Alabama. the she to pay Yet will not be bound she can- it, as a stock, corporation even to the interest on if pay put not contract of ner territories. had which thé cases .Mr. went into Ogden' examination an. were and which Alabama, been referred the Circuit Court SUPREME COURT.

528 vs. Court, as that the the sustaining principle plaintiffs considered in error could not the; suit., this He examined particularly, maintain Insurance case of Head and -iw.'the Providence Com Amory Wheat; ,127. case,-4 Cranch, College Dartmouth pany, the. Goslen vs. Wheat.-593. Corporation Georgetown, (cid:127) 8,Peters, 361. "the United Bank-of States Donelly, cited There is another of cases and class opinion authorities th.e of tion has Circuit Court show a which go corpora- the to it the law given no which created power it, and its functions are derived. is not necessary- from which' all authorities, these because the examine laid down the principle admitted.; Circuit Court is and because in this a case, is.not fully question as to the of the toas the powers corporation, place where bemay those powers execute^. There is another view of the branch argument, serious consideration of this Court. appears worthy This is action commenced the Circuit Court of States. an How does the United acquire Court cause ? jurisdiction Certainly state under the law of Georgia, constituting cor- plaintiffs A state poration. no to-or legislature give away 'take from, Gourts jurisdiction United States. n as it United Again, States, Courts regards of the- the. United States, a created by one of the states is as much corporation a corporation different foreign corporation corporation created is a Georgia Alabama, created different government, with a" local and different powers jurisdiction. its., How does the acquire States Court jurisdiction in this case ? the Constitution, the laws of Congress .From under passed Now the Constitution' gives Constitution. Courts States of the United where a. jurisdiction corporation created a state is a by. and a Of another party, citizen state is the. but it does party; give the-Courts of United States juris- diction in all cases citizens between different states. In the case Bpardman, of The Insurance Hope Company Court decided that the many years ago Courts of United States had no but the cases where state jurisdiction party; aver, in order to plaintiff Court give jurisdiction, -must that the and persons interested in and stockholders' composing Avere of one corporation of another defendant citizens and the citizen state. n .And has bring uniform evér practice since, make such an in order to averment within case juris- (cid:127) diction of the Courts of United States. ' material, This averment is and its must be truth' if proved put aby in abatement. plea issue It is manifest'thenthat the Circuit' in this had jurisdiction case; -becauseit on the record appeared that or the plaintiffs, persons interested as were citizens plaintiffs, of Georgia, arid the defendant was a of Alabama. citizen And when Courts Of United States sustain an action in the-name aof corporation, is. because citizens TERM, 529 Augusta of [Bank Earle.] the, tinder associated name together have state corporation. the and in the form aof Still,it is those citizens who are parties before Court, quasi' and riot the corporation, corporation; Upon no of can "the Couris the United other States hypothesis have any juris- cause, other justified none being diction in or authorized Constitution. if this.Court, is asked of citizens thé Now state of Georgia to sue the Courts of a in right United State's in the state Alabama, under the narne of association called the Bank of this amount does a.recognition on Augusta; Courts hot the.part of their act rights of United under that States associated act under name ? And if they may. in one name thing, in that why n ? If their things recognise not a , you right of.acting bringing contract, not in to enforce why making-the suit itself, contract 'of the In' which is foundation suit principle there seen no merchants difference. Twenty Augusta, in Georgia, as carrying business, in partners concerned of the name of one. or other them, name. they inay any assume it be Can contended' under that assumed for a that name' would not have moment Contracts, cotton,, purchase make. right bills exchange, do laws other business not forbidden of Alabama ? any If' this the' in the so; provision is-not what becomes Constitution of the States, that á citizen which declares one state shall be citizén all the of a rights, entitled to .other states? n Itis no answer to this to that in "an say, action in such ease- in the.names of must the suit all the you bring partners. This is a it can as to the no wise affect remedy; the power of matter, or-of One contracting, suing.' form, the other is mat- ter of substance. There another the case to remains point attention of the Court is it is “ called. theBy respectfully constitution of Alabama shall declared that established a bank, there to be called of the State of Alabama;” that Bank the legislature may establish as from time to time located in different branches of many bank, -be state, parts they pfray'think proper. This constitutional provision construed a prohibition them legislature, on the precludes establishing other any the state; argument cause, bank in of this it is pre- sumed it must be taken that the granted construction.given in this is the true constitution construction. particular; stock the bank A large portion branches is for the intending, doubt, reserved state; thereby acquire for the state means of interest in revenue Now bank. that to a bank Georgia, state, supposed, permit to transact its business in would interfere with the profits of tion to the Alabama; the Bank of would be in direct therefore opposi- as declared settled and established policy the constitution. (cid:127) -Let It is admitted, argument. examine this for the readily us. ' —2. Y Yon. XIII.- COURT. SUPREME has a case, pass' of. Alabama

purposes a law sfate, exist do.its business declaring that no bank shall it of the state. This is legislature unless chartered be as no as Can be called for: but it means fol- an admission broad that the transaction which is the contro- present lows subject illegal one. versy It three What is business ? consists of hanking things. legitimate First, Third,- Second, receiving money notes on discounting deposit. or as It seems circulated issuing money. notes bills.to.be to be clear and certain that all these must'be operations combined as us, understood and in commer- banking, among constitute cial world. The mere is not.of a discounting banking notes operation. . itself It is do, indeed one banks authorized but thing which doing it is not therefore not a Máy merchant his own banking. discount notes, without considered banker? The being receiving mere a for, be out money banking^ Surely whenever deposit,'to again ealled paid man his may a funds in safe deposit in known in keeping the hands of a friend, without that what is making friend law, our law and be as a banker. a note Issuing commercial into circulation be put money evidence itself may, perhaps, of an act of be the most banking; important power a which bank possesses. Now there is no the Bank of pretence Augusta received in. It is not deposits pretended that the Bank of Augusta Alabama. into put ever Alabama one circulation.in bills Óur the commerce with is Indies carried on principally by East means of bills These exchange. are now sent instead of specie China, to Batavia, to and to Calcutta. By means of hills exchange our northern merchants to for enabled obtain funds the south the of the purchase tobacco, cotton arid the rich of that productions - our portion of By means of bills country-. the mer- exchange, of the south to chants are.enabled in the north. purchase goods By means of hills of the exchánge manufacturers of the are ena- north bled to receive remittances from the south, shoes, for the carriages, furniture, cabinet there. and other articles and numerous sold shipped ‘ . It will not said he that no can be ón carried without commerce use arid facilities of said, bills of but it with exchange;. em- is. phasis, that-without their-usé'it be á and cramped, crippled, would and an unproductive commerce. Óur useless,- would be almost ships and trade and between the states would be prostrate. interconrsé Now Constitution of by States, to given power to Congress states. regulate nations, and among coinme've to power régulate commerce includes necessarily in it the. .This to regúlate means to which commerce is he by carried on.. is, Hence -the laws relative to or vessels. No ships express powér over them given Constitution, are the great méans by which power on, carried commerce therefore Congress, having to regulate commerce,- the power exercised of regulating them.. It is submitted that the legislature has as right Alabama much declare that no. to. or vessel shall ship eome into the of that ports .state, tvhich does not belong to one her citizens, own and is not in some registered office a law of Alabama, as established she has to prohibit her citizens but. own dealing exchange COURT. SUPREME

-532 Augusta Borlé.] shall not a merchant as-well say She may her territories within sell a bill of buy s, that he shall as gc-v sell bale or.buy exchange. States Bank. the United Mr Sergeant for in Ala- to sue The;'case of the plaintiffs stated admits the right ' the right It the Circuit Court for that district. admits bama, and in the plain- It admits right to tiffs, judgment recover such-suit. under its therefore, to as.a be, to to appear, act as sanctioned concession, in Alabama. This the approved charter it is it unneces- to Court, seem make would judgment, can sue consider the whether .question foreign corporation sary in Alabama perhaps Court, where it is (cid:127), unless it be deemed .doubtful If the concession. record, open upon notwithstanding will considered. accordingly

thought necessary, But, order, directly first it is consider question proposed Court, thus the one decided Circuit being presented, stated in change “ said bill ex- Whether the of the record: purchase under the aforesaid, was a valid contract plaintiffs as Alabama;” laws of it is here .Before'proceeding-to presented, general transac- some attention to the give nature right “ in order exhibit aforesaid;” as tion as embraced in words decision. one of the case of sufficient view itself bank purpose, It is necessary only premise, bills hold of ex- its charter purchase was authorized by- had the defendant or placethat restriction of time change,.without ,the contract of and that the law. sell bill of exchange; at no longer executory. sale was an end. It was executed and enforce contract. sale, is not nor The suit contract upon .to endorser, sold, upon bill the defendant against his contract endorser. two the en- How does that arise ? It parts, contract consists (cid:127). Neither alone dorsement, and the endorsed. delivery bill would create a dorser. neither makes a contract as en- alone liability, The with endorsement itself no contract anybody, makes by either which It is the to the bill or to create pass liability. delivery the the declaration both these ends. .The form of ordinary effects it. The The settled law of bills and notes establishes proves this.. on the successive parties every bill make new contract holder, COURT. SUPREME Augusta Earle.] Still further: it cannot he admitted that even the alleged illegality is of such a as to defeat the character claim the bill. To upon pro- duce the statute, there -mustbe or result a prohibition by cle.ar law; common or a' which See implies penalty prohibition. Russell, cases collected in Wheeler vs. 258. In the 17 Mass. case now under is no is consideration there There prohibition. at sale, most in the contract of from the want of infirmity capa- Admit, make the for the of this city that buyer; purchase. purpose argument, sale, not have been at could enforced law the contract it does not follow that the execution of the is illegal, contract still less that it is criminal. It is bill before the contract. good The. had been after the contract. If it be expressly good made state, that to a out of the would not affect its bank negotiated of the state were even validity; banks cheague though policy against foreign its limits. Reese vs. Conoco- carrying business within Bank, 5 Rand. 326. . so, this be the more does not arise. At all general If some events, it will however receive from view light will now to consider it. been taken. I proceed is, whether the Bank of the United States can lav/- That question holder of a hill of become the Ala- exchange purchase fully bama. is, the'bank that no taken general against ground enter into contract- out of the state can make such or purchase, A this must he vastly important position in which it chartered. For, extensive. Its observe some very admitted to be. bearing of its effects.' unavoidable that no consequence, corpora- 1. It will follów as an all; unless, at exchange bill of rarely happens, tion can it be .a buy hill, is, domestic .that within a state. There wholly strictly bill at different Each makes places. different parties, be must oh - each holder, and contract has its own lo- with' the á new contract cality. out of ineapable contracting If á corporation chartered, cannot be the holder of such a bill. Nor where title can be derived through corporation. all. No introduced into the This doctrine principle, 2. once extent of to all operation. It must foresee apply one can oi whatever, avoid- implied, secondary, express primary contracts to them deter- legal all. apply according some them must ing mined If of is, What that is a locality. construction fixing method construction to heretofore, Is this continue as the facts. upon of law continue, become set of ? If principles necessary a new will con- just, moral be made void contract, otherwise ' law. struction and without suddenly to. It would notice condemn operate understood, universally Usage practice, established adopted, long well as present, past approved. Operates and the as to contracts an extent which future, existing so avoid all can nor defined. method limited neither proceeding TERM, 1839. [Batik It acts It pre- is different. nets with very prospectively.

legislation Its action is cision, and with due arid exception. limitation restricted each state free pursue power, leaving the sphere legislative its constitutional power;-and. within the limits of its own policy But -a all that is principle in force leaving rightful prohibited. over all. the- for, established, sweeps contended judicially like that even such ás the true states, whatsoever, and embraces all cases of the state should be require supported. policy certain acts forbidding foreign corporations, Partial legislation, in states; Pennsyl- been for example, has vania, adopted many such be within not, Whether acts York, Virginia. New is of the state legislatures-or yet constitutional competency it. -as their basis the most clear corporations all assume general that they there is no statutory where prohibition, contract continuance, cases, in the and its except prohibited of that power - ór it has not been restricted. where unlimited existence curtailed the, law, or stronger proof higher There cannot possibly It is the and conclu- universal than this is. authoritative law, most the common acts, when duly passed, sive To law evidence. the law effect. What will they prohibit, them lends aid to give but the contrary; in manner aid support, we now come to the objections, stated these Having preliminary a corporation the law Alabama-prohibit very question—Does a bill of exchange from another state buying chartered in Alabama? Does from words, it, in other prohibit.such n is here The broad ground taken. a contract? making ? what is the law Alabama Of then, let Us does What, inquire, law, the' constitution of1the common it consist? It is made up statutes the Constitution and the United statutes'of the where are applicable. States it, and is coeval is derived to with its common law regularly The ' 551, Laws of is Georgia, Prince’s Dig. existence. of the boundaries In declaration same as of the state of Georgia, admitted for 23,119. sec. treaty peace England: the United States by to'bell to the United States a In is the com- authority part, page states OfAlabama and sec. 23. present Mississippi: prehending consideration, ceded, .the accordingly This 526. received: part its former laws till Thus ceded retained What was altered. (cid:127) had common-law the state adopted by that law? The enactment, on the statutory by express 25th Georgia, February, B.ut, This is sufficient. Prince, 310, further, sec. 1. 1784. fifth cession, Prinee¿-527, refers to the section of articles of ordinance 1787, of the western January, for government of 13th of the territory- the common United-States, 1 Laws provides law.. Arid, 2. the-common is S., U. finally, 475. saved-by art. Sched, Aik, 5- law is of Alabama. constitution sec. present Dig. There can therefore that the be no doubt common force in. Alabama. be,“common expression The oommon law is right” said"to The COURT. SUPREME. . ef one, but it-is true to -the sense. seems a quaint is Right antecedent of law is to all law. to secure object right; not so much to it, and to prevent define'as When we wrong. 'enforce speak of se, have' an what we. accurate 'explicable malum meaning. We which all of is once at- it- to of against say standard referring laws must be So supposed conform. obligation like, derived a source promises, above law. law, which in state and this common nation every protects and our rights, secures the in same.- Even there is and enforces great body obligations founded . In all nations, this morality. civilized substantially law. in nations not admitted to be within that description, laws, resemblance: strong example, Hin- reason is obvious. expounded codes, or doos. disclosed Whether decision, the investigation great .and by judicial principles justice and it the aim of law to identical; cultivate, of tend, ex- but few in enforce them. -are Statutes comparison. They law is the The' great body. legislator common exceptions; acts which are indifferent. matters chiefly' of are frames of They give states government. Constitutions at, in this is to The aim civil secure rights. respect, utmost a solemn them, existing the most of (as by some of important things,) them, from encroachments of excepting assertion of by them strong guards. them power, placing permanent or around by In a bill all of rights. govern- This is the ment, down in officeof of forms proper . be same; are the rights they may these however trodden no independent where there is arbitrary ones, judiciary law and aids them. acknowledges The common them. protect (cid:127) is law, the law of nations a and the law Of common part, Courts of binding obligatory upon justice, is as merchant apart, of.the individuals, as other common laAv. any part Surely, Upon for is this. self-evident. quote authority it necessary cannot be It of individuals are and interests concern so, rights be for the It must it. of nations; they body ed No depend upon law munici unless the whole transactions it.; without be complete lawvwould pal limits, a within conljned people were. community rule a vast of decision only abroad. It

never went furnishes .in -no rule It is the without it. cases; there would variety common ized the civil is,, all the nations, that inhabitants law of law of na to be said, is nations; with -great propriety, It w,orld. law, founded upon rights. the unwritten ture applied of its elements: simple one of most Take,' example, it, is the stilL owner If taken going owner of property abroad When, robbed of fraud, wrong he is it. force or by him entitled to nations, he is the law individuals, is under done or.nation, compels repa his OAvn nation a state When redress.- ration to be thus, the rule' of decision for indivi made. This a What sovereign, rule. individuals, only duals’, between and, as a sovereign, he He if is-responsible is another question. do, may rule decision. individuals,, it is But between do wrong. TERM, 1839. vs. law on the subject co-existing “The of international principle in concurrent bankrupt, operation commissions estate of decision, not a countries, is a of jurisdic rule different territorial tion, sovereignty.!’ does not affect the right Holmes 466. S. C. 20 Ibid. 229. Where this Remsen,-4 Johns. C. C. is, rule is it judicial purposes, part properly ^.applicable, the land. the law land —it is the law of Every judge of Ifhe He can no bound to it as the law of the more dis administer case. “is it, of the law. or than other com regard disobey any part mon suitor. right,” every rule, asked, not this it will be be controlled May sovereign Admit'that if statute lawgiving power? may be so —that made as to what the law nations statute prohibit permits, must be The common do this: there is obeyed. law cannot an evi- dent contradiction, for the common law cannot repeal overrule itself. The it, cannot judge law, do for he to administer law,' this is the No notions general can impolicy effect policy' end; reason, for this that there are plain considerations to be entertained To that power, re- sovereign power. sponsibility ground The or nation is answerable. belongs. Upon rested, our claims on nations have have disregarded the law of nations. have ground they Upon this acknowledged and paid. To the law of generality namely, na- proposition, tions is a part law, land, common or law the there is no exception. Every chapter and section of the law of nations is em- braced it; it is true of the whole, and it true of every part, no matter what its If title of there comity, as foundation: there is, still is a certainly title of the law ; of nations and there- fore title of the common in the binding administration of justice as part. name, whatever it seem may the ear to import, does not detract from its force. obligatory lawmaking power over it has authority it, over the common law. But, in the absence of a statute plainly the con- if a case trary, be arise, within the law óf nations, that is the law to to it in applied judgment. No nation has ever more this truth implicitly acknowledged than the United States. The constitution our of Courts is as to such secure an inflexible administration of as justice well as to our foreigners own citizens. No bending the winds of occasional doctrine. Steady, erect, and have no and no independent, they guide teacher but the law. Even our Courts admiralty of description of —a Courts elsewhere too subject to extraneous influence-—have here been furnished with no direction but the law No nation has had more occasion to insist the vigorous üpon ap- plication of the law of nations. We felt, have nation every simi- larly circumstanced must feel, that a of the large portion justice due to our fellow-citizens is to be obtained means only law of

68 SUPREME COURT. vs. that we its it, and we nations; may acknowledge only justice, is a exhibition of of its feeble benefit provisions. of nations. its virtue to of its the intercourse speak regulating individuals, is individual rights. Its operation upon ppon of the is The that the law of nations position part parcel, law, au is and most venerable common supported by highest Indeed, it has questioned, especially never thority. the law merchant. 1 Black. .more Charta, 4 Ibid. Magna Com. 273. stran 30, ch. contains an of merchant in favour express provision !(cid:127) occasioned the ; Montes(luieu> which remark of gers ch. chants, striking 20> mer of foreign that the have made the English protection Bath, Triquet one of the of their own In liberty. articles 1480,1481. Talbot as declaring 3 Burr. Lord Mansfield Lord quotes “ extent, nations, a clear That the law of in its full opinion, was to of the law of. nations .part England.” —“That authority collected from the and the nations, of different practice effect, and of writers.” He Lord Holt. Four Lord to the same quotes Hardwicke alone associated, of them names thus either being weight to establish a and, collectively, making sufficient point; authority, of assemblage only surpassed by splendour Ill, luminaries. cri In Dali. Respublica Longchamps, M‘Kean, case, the minal indictment was the law’of nations. man, and a eminent Justice, Chief learned very very lawyer, “ laws, laws of of municipal of nations form a a says, part extent, is the law law, in its full part This Penñsylvania.” —“ state, and is to be collected from of different na practice .the of writers.” tions, and authority is But' accumulate why upon point every day authorities and confessed? The occasions for acted upon, its.-applica- adopted, its is occurrence, made— daily application daily tion sometimes every land, I tribunal in the unconsciously, admit — take time Why up insisting upon the lowest. from highest conceded and con- manifest, so so Manifest universally is what ceded ?. be, its it is not full force yet there sense though always as the truth really This makes it authority. necessary say, and is, of the law of nations exactly same authority is as the common law—it matters binding judicature— that of being known, Its it han ciple and' of absolute imperative power. principles than a settled evaded, prin- aside, disregarded, no mere be set still and part law. comity: common Call individuals, who’ if it Wronged denied rights them. the law of Alabama towards nations. This law is a part greater. the states this Union Its They towards authority even. at an association once national federal. To are united - their belongs faculty regulating. national character commerce, growth, improving strengthen- of cultivating the different intercourse between commercial ing parts inti- association, such an at-an Aims spirit nation. TERM,,1839. [Bank Earle.]. intercourse, demands

mate, and that equal whatever there nations, easy, nations, is be the care practice between comity should true, the associates. Moré is as among especially enlarged to the commerce is intrusted government whole; concern, prac- welfare. If as tice of common affecting general of the states, under influence of'this Consti- these spirit enlarged .comity; States, there were to be an of the United it tution would become law them an among branch enlargement nations, full That is inquirable into, authority. practice and, ascertained, no is if formal convention has the (for necessary,) ' effect of law. This does not at all detract from the sovereignty, the, it work- sovereign states. On at- contrary, the testing ledge is.the practice existence. If it has been universal acknow- contracts, that others’-charters of incorporation, would each make the not so law; even is no means though (which by were case) nations. Of such a some among independent practice, to, hereafter be evidences they because necessary, adverted will be there can be no Certainly good useful. reason which is in frowning ny seeking destroy practice, harmo- upon, Constitution; tends growth spirit com- ;merce and a kindlv influence intercourse of brethren of one family. Is this in manner or can derogatory, prejudicial any or to the states ? We have It ar- sovereignty policy heard gued cited to it is such force, that laws have extra-territorial no many authorities understood, it is maintain as true position. Properly is, The meaning that, familiar. have vigore, proprio is, power: .noñe virtue authority cannot make á lawgiver. He law to in another govern terri- this is tory. so, is because a law of nations 'necessary; founded mutual convenience and in common consent, to ascertain a rule in individual cases. of nations has comity furnished the rule.- It berus this account less of binding rule force. Hu- “ nation, says, Every comity, the laws of- admits within its each nation force force own territorial limits, ought be in nations, in all other without to their injury respective powers De Confl. 3, 2, tit. rightsi” Leg. 538. The p. proudest § How, (cid:127)nations have this maxim. adopted then, can its adoption be - states Bút confederated? if at derogatoryto closely any time such continued, however should be found practice, long im- derogatory, without, or inconvenient, is.the evil á politic, remedy? law- - wer is to the corrective. recur to the making po apply we And here naturally other branch of the law of Alabama, making authority. statutory the exercise of the power of the law- Within the limits'of the Constitution, this is ad- mitted to ; there no other plenary restriction. The legislature both competent decide_upon' the evil points: and the remedy. theOf Courts to duty respect decision, of the. when' clearly the. made, there But belongs is no doubt. that it to the judiciary origi- SUPREME COURT. jAugusta Earle.] to deal nally either, cannot Courts to, be-assented are to with not to laws, make have- mo expound .They them. faculties the, such an There is still another inquiry. objection., will however is» legislature, pronounced, binding upon judiciary. Their enactment is exercise of a. Their positive legislative power. refusal to enact, where significant they have^power, equally is of. their is the will of the opinion! which-is community, para- .'-Either mount. The too, can to the legislature, precisely adapt remedy evil. Courts of have no cannot. justice They power- change the law Huberus calls then, from what is the Here, it has béen. of what saving n “ It is in and powers rights-.” their respective and not the administration of the sovereign lawmaking power, in' law, that the is saving authority lodged. is thus established that the law nations of thé law Having part of. we come to these the inquiries:— only remaining laws casé, nations; What is the law of according nations, exist and they among independent by.the practice these states ? 2. Is there statute which alters ? law any of Alabama here, which, 1. But we if well founded,’ afe met by objection out, the law of nations and of nations puts .comity entirely is case. are confederated and not of said do not because the states this -Union they apply, judge independent-states. (Opinion of the Circuit Court.) These states at states. once confederated independent intents, are, to all They sovereign, purposes, independent the,Union. so far as their except they have-given up powers “ For all national the federal Constitution, purposes embraced one, states and citizens united under one sovereign .their the states are In necessarily foreign .all authority.. arid respects Peters, other.” Bucfcnor vs. each Finley, independent Of then the exercised Congress power, 586. 590. Have they between cases, the rule-in all where sove- it, reignties independent to supply where, nations; it is furnished' .'law-of from it ? source, requisite some Do the laws of it should indispensably supplied the United States define Of the domicil rights shall succession? Do what law they cases intestacy.and decide contracts.? tell where a con- they construction of Do us they govern tract the ? Do detérriainé have-beep.made shall be deemed how how be ascertained ? Do shall provide of parties capacity shall be for different determined ? majority, purposes, ages paeans one of the settle, or afford innu- Do they settling, from the conflict of laws The Consti- arising ? questions merable cases of fugitives justice makes from provision tution fugitives for the that is all. labour, and- there was a time when these states historically, But,.speaking There of each other. entirely were' independent (then provinces) loóse and afterwards, when were united time, was a very pt'those law inadequate confederation. What govemed respective TERM, 1839. ys. Earle.} ? There been altered and how has periods no ^V'herC this Union, of-reports volume ’"There alteration. scarcely included, which has not this Court the decisions reports arid does embrace States; Laws, Foreign the title.Foreign a digest, laws. There under them .these states afid but has of completeness, to-the character any pretensions such.a arises, discussed, a-question in which title. There is' not case and most to. The learned where the law of useful work the states’ the Lonsdale vs. is not appealed- nations it to laws, the' applies conflict Judge Story, upon has, decided, sanctioning this Court And throughout. Court for district Pennsylvania/ of the Circuit judgment in one 81, that a bill drawn C. C. R. 4 Wash. Brown, n error, there If this be an bill. another and deeply one so instance of never 'was’another pervading certainly submit, however, We rooted, detection. escaped and which so long A among is.not- an error. confidently, respectfully, these occurrence states, ofcontinual questions those deciding is nations, necessity indispensable' fall under the title of of of comity one themselves, than among important much-more .between as inter- In them, and to our Union. proportion, nations foreign words, or, in other more .rapid easy, becomes communication it attained, becomes are as the Union ends and great objects n are At states ,more because these more’ and Precisely important. is a union and once there independent, because confederated and cannot, law, awith we yet-these states, dispense .are sovereign- sove- is union, independent which but essential is in the spirit indeed, would, be a' is reignties. Comity sovereign attribute. was a true, corporation it were British entitled very to be if singular, that of one of our Courts, in our acknowledged a-corporation own states not. the' states of nations does between that the Assuming apply law the present of the question is law as Union; what the rule applied The are all is,-its rights, of a rights corporation, corporate and from the equal authority, conferred its áre all charter; by a are To have corporate same source of name and What power. they? To have succession. To have a common seal. style. name, To To a be,by sue and sued its name. by corporate by-laws. To make The person contracting. law, capable not, granted by is properly speaking, business transact would have charter, associators, but the rights is grant it. limited by are restricted individually or collectively, be, business, may kind of particular whatever kinds, the body case cannot In either are- expressly prohibited. becomes body transcend Thus incorporated, these limits. statutes which speak'of ir law;- and is embraced person persons, States vs. United Amedy, as well in criminal proceedings. as in civil Wheat., of North Caro 11 392. States vs. State.Bank The United lina, 6 Elkton Bank Peters, 29. vs. Farmers Delaware Bank Z Yol. XIII..--2 542 SUPREME COURT [Banli 12 Maryland, 134, 135. Such of state recognition corpo Peters* States, as laws the'United having'a rations persons, lawful is of existence, recognition laws,- the same as them, by course all the persons possessing conferred.-upon faculties- attributes acknowledge them their they1 To to be when' them persons, charters. so is to acknowledge that by of. creation persons ' constitutes so created. There distinction. can the, All equal of. as .corporate-,.privileges before authority, re marked'; and are' from the same source. .'-This thus so' person, entirely artificial constituted» conceal asso- or,destroy substantial character of individuals name; ciated under take their or release them away rights, tior citizens; from their obligations one Thus Of .composed corporation citizens record, averments proper sue a-citizen of United States vs. sued in' state in the another Courts of the. States. Bank Devaux, 61. Cranch, Where evidence, Court, Circuit it-is prima facie to support the. that it is averment of a law of citizenship, sued. incorporated by the state Catlet Pacific Insurance where Paine’s Company, ,594-. O. C. R. It is facie A evidence. bill in prima equity by A, was filed a citizen of B Jersey, and the against Lehigh New Coal ah Navigation Company, incorporated body Pennsyl- plea jurisdiction A set forth four of corpo- vania. rators, sustained; them, were New naming citizens of Jersey.. plea was defendants, the real corporators being their cor- name, and represented porate officers. Kirkpatrick vs. White, 4 Wash. C.C. R. A for the corporation, pur- an alien. jurisdiction, pose Society Propagation Gospel Wheeler, Gall. 105. 8 Wheaton, vs. the upon 464. The case' very before admits jurisdiction, course admits ithe ground which the must jurisdiction rest. Here then is an association of individuals, clothed by law with n faculties,, certain as individuals would not have to business, which as individuals they transact might lawfully transact. The former are their franchises or privileges. They united, are and one of all conferred territorial by legislation. The substance n matter-is, the that it is exercise individual a rights under ' law. It form authorized cannot be in distinguished principle from the case of special under the laws Pennsylvania partnerships York; and New where one person becomes the representative of all, as the name just corporate the represents individual corporators. the one all make They up person in law. be obvious very must this is the (and conclusion sought)- the of this acknowledgment person, for one its any- legal attri- as full a butes, is recognition of the law which created it, as an the acknowledgment of whole.- a Such is recognition équally giving effect to extra-territorial In legislation. it is an acknowledg- truth* whole, ment of -the for it admits- the created law. a person As a lawful existence, all person,'having the faculties constitute TERM, 1839. 543 vs. Earle,] somq.of admitted, unless there De person pro- that:are them This an unavoidable though seems tedious deduction. hibited. conferred is charter, Of the one sue and privileges ‘the >(cid:127) name. Can being sued corporate soi’poration, sued, sue' and be ? If it' by--its name corporation, corporate foreign is law created it and-tff can, acknowledged operating, course, it; is as the has made acknowledged person in the denied, it cannot be -does contract give name. corporate to sue cari The states and right foreign corporations trhced two,, than', law rriore centuries. The earliest in the books of the 531, 3, Court de case B. A. tit." (E. Admirable,) King in granted,.and case 'Admirable. Prohibition trover was Spain’s 2 Spain. in the name of Bulstn King directed at common‘law 1, 1 In Roll. 133. Hob. between 1614 322. Jac. (12 1.) (Jac. it was in dismissed, bill was because 1625,) name Then follows the ambassador, King Spain. and not vs. L. West India Henriquez, Company Ray, 'case Dutch company, foreign 1 2. a. d. The 1532, Str. Geo. (2 1729.) 612. The was- sus name of suit reputation. sued corporation, was litigated, the case much carried ; and though tained to sue was never denied. This case Lords; the right House of always case'swhich question. settled -The having finally been considered sjnce hav-e into already brought occurred last Mr. Ogden,) excepting King cause- .argued, (by view in the case, is still 31. another of some Mullett, 2 Bligh. Spain There where a interested, cor great political ”re were note, which sue, without recover in dispute, was poration allowed Executors, States vs. Smithson-’s Courts of- England. legacy. Smithsonian in the United uniform: equally States There authorities Massachusétts, Connecticut, York, New Pennsyl- are decisions vania, Virginia, states. Louisiana, and probably ’point m established, as be assumed argument.- is so Bustal and was liable to livering « In thoroughly vs, Boston, 15 Insurance Company Serg. Commonwealth a foreign Rawle, 173, corporation whether attachment, Judge de- Rogérs, of foreign the process Court Pennsylvania, of. says, Supreme opinion actions not re- personal sue corporations The power laws created commonwealth. stricted corporations why should foreign' can sue within jurisdiction, If they and under the the same same regu- to suit manner also be liable also Williamson ?” See vs. Smoot, corporations lations as domestic of this R. Nor is the authority high Court 7 Mart. Louisiana vs. New Gospel Haven, for Propagating In the wanting. Society to sue of a admitted. -464, Wheat. Peters, 480, Pawlet, is sus- the-right In the same Town of decided tained'; corporate capacity further .the SUPREME COURT. va. contested, If issue. it must be general pleading admitted a abatement, .in or in-bar. special plea have which the question might cases .occurred in Innumerable raised. are-rules this, Instead there pleading evidence, sue, rules assume as unquestionable. which right issue, law If the charter In no one must be put the foreign produced. cases decided the suit virtue was maintained 'of law or right. were all any special They ground law. In ho it be them common one (unless Pindall. Mari- etta denied, contract drawn in Bank) power question, 21, In 2 Bligh, doubted. “Suppose and Lord Eldon a case of puts contract. were to send his be set king jewels Rundell and the -Bridge, were hot to deliver jewellers up them do think the Courts king, Lord Redesdale sovereign may you would not interfere ?” country the. “ I says, conceive there can be that a doubt sue. If he there is without a cannot, a-right remedy.” —“As'to that a proposition, sovereign prince sue-, cannot would understand such ideas against'all No -is justice.” necessary to learning these. arguments attainments highest legal are never more exhibited fully than in direct sense appeals good- and justice. doctrine, This as has been seen, corporations one state to sue in other, our sys-' into incorporated thoroughly How tem between recognised though granted by. clothed then said there is no jurisprudence. can it be comity the states ? It is established, that the law the charter is another, state. with the everywhere character charter. The given by whole is thus settled as' to it be Gan ne- corporations. (cid:127) further to'examine cessary this rests ? In- principle upon giving corporate powers, foreign law operates rightfully within its own as it does in territory, between validity construction to a giving contract individuals. It is of a exercise terri- strictly (cid:127) - torial act, the one it is in the There is nothing other. is, extra-territorial either. The question what is yielded respect to it in another state fact, ? And the answer is found in the that it -is -as suing domestic evi- corporation may, capable dence of unbounded Conflict of sec. respect.- Story’s Laws, 65—67. We have administrators, been told that -executors, and' are guardians acknowledged. so, If this were prove would but that nothing for good reasons are these cases from the excepted general of comity. But operation acknowledged: They sue. (cid:127)cannot This is the whole extent of volun- exception. A ’ tary payment them is -good Besides, valid. the executorship or administration of the domicil is as the regarded principal* and. other,is to it. ancillary most, So that for for all perhaps .purposes except suit, enforcing payment by regarded. But as to contracts the ground matter extra- is. territorial effect is comity, adopting voluntarily of an- TERM, 1839. Augusta Earley [Bank state, as a it is the and natural proper other rule of decision where is be made contrary This unless adoption presumed ap- rule. is this. parent. Such the doctrine law of the stales common Union. ? what would be the doctrine consequences contrary And The inconvenience, mischief, that would result and injustice "from, be- establishing can it. Consider the valid contract make yond limits the state creating immorality and urging the breach of aiding- made; contracts fairly especially if on one side from require executed. Public sometimes policy the tribunals to ; withhold their do it from from parties aid. necessity, and under a sense of the always individual and injustice wrong are done. It is to advantage dishonesty, a.casual not ought to be often nor unless there be clear presented, prohibi- tion. What possible is there ? here inducement Consider also the gréat trade. Sales for commerce and injury millions, incorporated manufacturing companies, to the amount of of dollars can be are made their annually, What agents. possible reason given all void ? such transactions declaring illegal Insurances are fire, "by incorporated companies against made against marine risks.'- Are To. declared void? policies what good end ? Again: it must contracts, as well as embrace implied express; for if it be-unlawful ah .express the law will surely make promise, not one. Nó two imply states, can corporations, indifferent make any contract with each'other. I?or one of them must unavoidably chartered,' contract out Obligations .of-the where is notes of corporations, notes, even bank another must passed become void, because there a new with the holder. contract There would be no end to the enumeration of mischiefs which would flow such a decision. 2. The capacity corporations make contracts their beyond states, and the exertion of that uniform,, are supported by capacity, universal, and our long-continued practice. many How corpora- tions have made contracts in ? How England, agents many have made contracts in states ? How such contracts many other aré now where pending, the consideration on one side has been ‘ fqlly paid It surpasses all What dis- estimate them. order and gross wrong would be caused by introducing principle that would declare them and void Í And what illegal good pur- To pose? abolish a common law convenient found just, adopted it were by the whole people. - - But of this adoption there is more evidence than authentic (cid:127)more tangible, more of' There is. cognizable a Court justice. kind every of evidence. 1. Judicial. Unless it be in be adverted to pre- single-case, sently; which is- an instance really there exception-, no.t of. such an objection ever silence is not without being made. This sig- nificance, tor cases been of daily occurrence. n 2) 2 69 SUPREME COURT. tff'Augusta vs. Earle.] for Propagating too. Society- is affirmative evidence There Pindall vs. 464, Wheeler, point. 8 Wheat. Gospel termed are there that what Bank, Rand., 465, admits Marietta “ further, and If it seem contracts,” go, be may made. secondary to remark contracts, it is question the obiter, proper validity primary merely therefore the sustained'; sayingwould.be action authority notwithstanding high and of little weight, opera- to banking But reference what said express Court. Judge laws of tions, Virginia. them the restraints upon “ all banking operations It is our to restrain -Cabell policy says, therefore It would not established our laws. corporations this state for an agency to 'a bank in Ohio establish permitted nor notes, banking operations; discounting carrying them.” notes thus acquired could sustain an action Virginia. statutes of from the here referred to is policy apparent n Tait’s own be its however of Appeals &c.- Let the Court Dig., 326, Green, vs., Rand., Bank,-5 Reese expositor. Justice, Conococheague In “ 465, decided, Rand., foreign corporation It was says, them, according valid with may Courts, sue in our a contract was con- unless it made;. it was to the laws of the in which country Virginia a note in the making our laws: and trary to be discounted policy . Thus is so.” explained at a bank (cid:127) ex- all corporatipns, make contracts by case admits the 'banking operations, carrying onés banks for cepting primary buy lawfully therefore might -We- banks for others. authority is really so the casé an in-Virginia-; bill of exchange in our. favour. an Company, Canal Ohio 2. Legislative." Chesapeake The a million to borrow an to Europe Sent incorporated agent company, three corpora- dollars, on/the mortgage up be secured local act of Con- States, under district-; and the tions within this ' a void con- -Was gress, guarantied payment interest. the treasury made tract, ? The made . being abroad .contracts were moneys,, banks, public the state about deposit with too, city Tact seen, And-probably made' as we have .in be put might -The same question- Were void? Washington. other; each were to.make with as to the contracts the deposit banks of its the limits fail "as to one them could not be beyond com- with railroad department charter. Contracts of the postoffice of contracts ? These are all instances all void panies, hre limits, yet-they .and by corporations beyond their' territorial as good. acts of recognised by Congress , the same are to state legislatures methods of proceeding law against banking, effect. In New York there is a law and. the United out of against foreign insurance (companies companies, laws. siihilar there and théir In States,) Pennsylvania agents. Alabama In Tate’s 41. Dig. Purd. 68. 368. In Dig., yirginia. so of states^ was a And there repealed. law since TERM, j». How far such prohibitory laws be carried may by state legislation, without rights of other states violating and their citizens .the under States, Constitution of the United not now question. are adduced They only as evidence of the concurrence of the legislation with the of the United legislation States, that corporations could prohibited. contract lawfully out of their territorial limitsunless they were Else why should there ? The be.prohibition York Npw law prohibited foreign insurance so companies, properly called, from in New insuring York. If there was act, sense in the any it must follow that insurance of other states still companies insure- New York. This is high and evidence of the law authentic the highest sources. Have legislatures* people, judiciary,' and the executive, all been hitherto in error -the from time when United- States, in need, made their in Holland up loan ?- present time What, answer plain. lawful, hot prohibited is and is under the protection of the law. A ahas twofold corporation claim.. It has a to claim for the law of respect, creation, and it ahas claim for the respect rights and of-the who privileges com- individuals pose it. The former is sufficient for the The latter present-purpose. need not be asserted' unless there should a prohibition, which under colour of the exercise of inhibiting corporate, powers*should assail the constitutional citizen. rights really It remains to consider whether there Is state of Alabama, which forbids the df a bill of purchase exchange, within her limits Mobile, of another state. where, appears, bills are and where it be.bought, market must be for the interest of sellers that freely buyers should .come. Qne does not what easily perceive there can policy 'con- [o unless trary, it be to enable the state bank Alabama in some measure to market, command the ás far by excluding'competition as possible. But Was whatever thus would gained buyer be lpst seller. more for buyers seller; better better for Mobile; the better is Objectionable Alabama. Nor it for. because the a bank. buyer -Such it bé though purchase, is. operation Dank, of a not-a is is What meant banking operation. by, banking well understood arid defined. It consists of or lending is. (cid:127) discounting, and Maine receiving deposit, Bank vs. issuing -paper. Utica Butts,-9 Mass., 54. vs. The Insurance People 15 Company, n -390, Johns. New York Firemen Insurance vs.- 5 Ely, Company Conn., 560. laws-of states Accordingly, point prohibitory their’ and one or all these. A bank- prohibitions penalties against ing not, charter would authorize the by giving banking privileges, in bills of dealing When such a is deemed exchange. requi- power is site, it given, as A expressly something prohibition superadded. would not banking the buying exchange by corporations prohibit or individuals. such statutes would policy prohibitory not be contravened incor- bills company A exchange. buying COURk SUPREME vs. not be a bank either in for bills .of would exchange buying porated sense. or in legal a.popular case, if to be to the have been the clear law applied would Such at in Alabama banking act against there had been any legislative the policy nor prohibition this transaction. Neither the time of of a bill the act would have been encountered purchase of of of the act The second section of But there was none.- exchange. In 301, 302. 1 Stewart’s Reports, 1827 was a general law. “ established, and all laws of a general 1833 Aikin’s was Digest and after- the from it, nature” in were public repealed not included 5. This law not in- 301, 1st of sec. Dig. then January next.. it under this cluded in the law, It was repealed. and therefore Digest, it others were indicted. force, while was in that Stebbins and notes. The issuing bank Stewart’s 300. The was Rep. charge in 15 Insurance Company, Utica case is not unlike case of The the. different. The defend- the mode Johns., though proceeding them-' individuals, justify ants attempted were indicted -which did not charter; loose and extraordinary selves under very to be without was- contended théir therefore powers, define close of the opinion, -Towards the restriction or limitation. .the a fran- notes, as being of bank issuing learned judge speaks franchise, The charter is of Alabama. chise under the constitution but it is dividual, in- done an be that the acts which not perceived might called,- so law, can with propriety if not prohibited by (cid:127) 53, Petersdoff, (77,) of the term. 10 according legal import it as regards as may, note. '4 450. But that Com. Dig. notes, buying that it cannot be pretended of bank issuing, franchise; follow, - be, If would a hill of holding exchange, under, case, the act of to the decision in Stebbins’ according of exchange. an a bill individual indicted might-be buying This too much. proves

(cid:127) It provides has no bearing upon question. The Constitution branches, a state bank in detail establishment of for .the Dig. establish. Aik. the number of banks the legislature limits bills authorized (55, purchase 56. The state bank specially possess it would not otherwise exchange, conceding individuals corporations but there is nothing prohibit be im- can them, prohibition from nor buying the state to the character of derogatory It would indeed be. plied. of so to her own wanting she would be Alabama, to suppose of her own owes to-the citizens to the duties she true policy, use the ordi-' them of. the states, to deprive state and of other funds, for sake conferring transferring means of nary own her monopoly upon fruitless probably odious and unjust, her citizens be, effect would impose upon The only bank. in- quest purchasers, abroad vexation and expense going to them. come purchasers stead of having It.is, erroneous; that it below is ought the judgment submitted TERM, 1839. vs. ISarle.] stated entered ’the for reversed; to be plaintiffs. judgment. the'ea^e the United Sergeant also counsel with Webster, Mr. Mr.. States Bank. a law of created by States Bank is corporation other bank, the among the state of functions/possesses month the that act Pennsylvania. By In the in bills of that of dealing exchange.. bank, Mobile, through funds January, having a bill1 ex Poe, purchased its Mr. instrumentality agent, Mobile bill, This drawn at to New York. change to remit the defendant in Primrose, D. New this and endorsed William York, by .drawer, the case, either at New York by having been paid this suit in thé Circuit States instituted Bank the United due on the bill. Court of recover money Alabama that the contract Poe In the Court below it decided. it void, Because on two grounds. of the- bank was behalf state of Bank, was a the United States contract made by the state of Pennsyl Alabama; vania incorporated whereas bank 2. Because Pennsylvania. the limits can do no act out of own, of which-is owned bank Alabama has a of her capital and sell herself, exchange, state is authorized to buy which and the revenue; purchase derives of which she her profits n of such bills the purchase exchange being operation, banking ex- there bills press others, any although at least by is corporation, Alabama; of the state of it, forbidding against policy it constitution of that provisions as state, be inferred from thereto. the law made in conformity Court. is ad- admitted parties rightfully It. Alabama, mitted is a citizen of that all also that defendant the are citizens sides of United States corporation citizens-who Bank compose or of some state be- Pennsylvania, is, do can Alabama. The'question any act ? is there words, state of In other any thing within the Alabama in the or laws of the Alabama which prohibits, constitution state of statés, or corporations can citizens of other rightfully prohibit, created other states, from bills buying selling exchange in the ? state of Alabama case, in this my In defendant learned his argument I friend, Gruff, asked Mr. Vande certain questions, propose to answer. intQ Can state*of bank, he, said transfer itself ? Alabama not. Certainly there to Can branch in state of per- establish in all duties and transact same business form same respects in the ? not. Pennsylvania Certainly state of Can it of its corporate exercise in state of func- Alabama For right it can. friend Certainly my tions learned admits solely is a possesses sue SUPREME COURT. [Bank Earle.] of the authority which bank is incor- Pennsylvania porated. (cid:127) We clear the case of some at difficultyby arriving this thg's point, the admission on both sides that there are certain powers bank, can exercise within the Alabama, state of and certain others exercise. (cid:127)which cannot is, then, bank can whether the exercise within the state of Alabama this a bill very power buying óf exchange is, Our proposition that she can a bill' of within buy exchange state of Alabama: because there functions corporate neces- to the act sary of a bill buying exchange: because buying selling is a all the exchange world; thing open as Alabama well as because, else': everywhere although power buy be,conferred sell bills of this bank exchange charter, upon and it could not or sell a buy bill of without that exchange provision in its charter, it, yet power conferred as were other upon conferred powers footing privilege by-its charter, to the bank place upon same as án individual; it not a not an give exclusive monopoly, in this respect, the same which the simply power members of the as corporation individuals have an unquestionable right to exercise. The banker, broker, manu- merchant, the all facturer, buy bills of as individuals. The exchange -individuals who compose we corporation it; they may say may do do it, though We say, do it the name they of, and for the corporation. under undoubtedly, acquire cannot they Pennsylvania charter to do acts in Alabama cannot do as individuals; but we that the do say in their cor- corporation such, Alabama, character in porate acts authorized their char- ter as the members' thereof would havé' a as perform individuals. The learned counsel on the side was certainly not disposed case, to concede in this Yet he did gratuitously thing admit that there by be a case might in which the acts of a created corporation, one state, if done would be another valid. He supposed the case of a*railroad in one state company sending into agent another state to iron for the buy construction of the'road. Without concedingi admitted expressly case, of law in that point he it would be a case different very present; gave from and he would, a reason for this admission, act, that it be a single special to enable necessary execute its functions within corporation the state to which it and in this belonged; respect differing case now under consideration. In circumstance, what well it may asked, be do ihe'~cases differ? One act corporation of stands the record, United States Bank is set forth in this and that act itself. There ismo before Court that proof singly ever corporation bought another bill of than that -exchange which is the of this suit. Transactions of nature must subjéct come one necessarily one before this when at come and must all, stand- or on their merits, individual and not upon fall TERM, 1839. AngUBta vs. which would recognise legality of any policy the supposition act, dealings and deny validity transactions single act a part. which that generally'of reason Then, by my the other stated learned sup- friend of iron might of the' idea that he purchase supported, port that, case, in that made abroad being it is because says purchase home, to enable its' functions at the corporation perform solely under the law of from one state to legal comity considered might another. n Webster, said case is Now, Mr. case precisely supposed is the case established before the Court. Here lawful deal in exchange. one whose' functions Philadelphia, with the order of his merchant, having A Philadelphia complied him draws a bill amount correspondent Bank, and sells the due to the United States consequence, goes bank from the The funds thus realized the purchase bill. How are those funds to exchange accumulate Alabama. bills back within control? be the brought Philadelphia corporation in bills exchange. to deal bank unquestionéd'power Can there be such a with a exchange, power thing dealing on one line ? not. How then act end of the only Certainly Alabama ? bank in its funds back from get Suppose Philadelphia Can the bank that it were to there, buy specie. an and agent send ? insurance, for the agreement freight, Can it an ship specie sign be an act and it round ? To do would charges bringing commerce, of not of A conferred upon navigation) exchange. power unless would ac- nugatory, bank to deal in be exchange perfectly also to its funds remitted. The direct be companied be, result would that this construction Penn- practical contrary between and sylvania Philadelphia bank may carry exchange Lancaster, - I or not and but with ading, by possibility Philadelphia Mobile, or other in the with New any city place south, even York, Trenton, could Pennsylvania or Baltimore. Out of An that runs but get It could return. buy exchange remit. one What is that way! sort of exchange Mr. Having cleared the case of these Web- generalities, some.of considered a ster of what he constitu- proceeded exposition tional, view of question. American case finds these the members' The record of this plaintiffs, Bank, are United- States citizens of other corporation of .the states, -Now, defendant citizen Alabama. first of this of the place, begin beginning part what the relations of one individual citizens question, other state individual citizens of state of Union?' any bear stand Revolution? When How did before the these .matter what'was between the colonies, states were relation inhabitants (cid:127) not of the different it was that-of aliens. They colonies? Certainly but colony; certainly were indeed‘all same citizens was were and owed and it fellow-subjects, a common allegiance; SUPREME COURT. vs. Earle.] for the competent legislative power say that the citizens of any one the colonies should be alien to the other. This was the state of case until the 4th of when this July, common alle- giance thrown off. After a short interval of years, two after of that allegiance, renunciation. the articles of confederation were and' now let us adopted; see what was the relation between the The thing citizens different states the articles of confederation. had become government But it confederation. was some- more—much more. It was not an alliance between merely distinct governments for the welfare, common defenceand general recognised character, confirmed a interest, community .of “ and of between the privileges, citizens of the several states. to secure better and perpetuaté mutual and intercourse friendship among people Union,” different states in this said the “ fourth articles of confederation, the free inhabitants of eáclí of these states shall of entitled to' all the and immunities privileges in, citizens free the several states; and the each state people shall have free ingress egress to and from shall enjoy therein all the commerce,” trade and privileges of &c. This inhabitants of each placed state on as to the equal ground

.rights privileges exercise in other state. might every at So States. The article of stood things the Constitution of the adoption of Constitution, present fewer words and more general and comprehensive terms, confirms this community “ rights in the : The privileges form each following citizens shall be entitled to all the and immunities privileges of citizens the several in may states.” However obvious and general provision found, it will be, have some particular application now before the Court; case the article in the confederation serving as the. of this expounder article in the Constitution. this article That in the Constitution does not confer on the citizens each political rights state, in other is every admitted. A citizen of Pennsylvania cannot into go and vote at an elec- Virginia state; in that though,'when tion he has acquired a residence in Vir- otherwise as : ginia, qualified constitution, : he required by b becomes, without formal a. adoption as citizen of a citizen Virginia, state politically. commerce, But trade, for the purposes it selling, not buying, evidently in the state to any power any hinderance or impose duty, embarrassment, excise, toll, or lay any exclusion, to upon states, them, citizens of other place coming thex a different footing from her own citizens. one There is then in the provision Constitution, by Which . citizens one state may anothér of ment. without hinderance or embarrass- trade.in There is another of the provision Constitution which citizens are, one state entitled to sue citizens' any other state in

Courts the United States. is a plain This and clear very right under but Constitution; more than it is not clear preceding. TERM, then Here are two distinct constitutional provisions conferring citizens power upon Pennsylvania other as to. every what do in they Alabama other may any citizens of other state.: states trade may in Alabama in whatsoever is lawful to citizens of in Alabama; if, the course dealings, claims on citizens of sue in Alabama in they may the Courts of the United States. This is American, constitutional law, independ- ent of all comity whatever. theBy decisions of this Court it has been settled that this to right is a

sue right one bemay exercised in the name of a corporation. Here.is of their then righis in may Alabama exercised citizens of another state in the name of a If citizens corporation. can Pennsylvania exercise in to Alabama sue in the the right name of a corporation, what hinders them from exercising in same manner this other constitutional right, trade ? right Jf it be the established right persons to sue in Pennsylvania Ala- bama in the name of a corporation, why may not do other any lawful act name of a ? corporation If no reason to the con- trary can then the law in given, the one is the law also case other case. learned My friend indeed, that a con- says, suing making tract are different True; so as has things. far it argument, force, any against makes ; his cause distinct for it a much more exercise of corporate power suit, an agent than bring amake What purchase. true, d&esthe law take to be when it says of one state corporation ? that the sue in'another Why, there, Court, corporation decree, to the Court’s ready submit a exchange, record. But in the case of party bill of purchase such as is suit, the subject of this what is assumed ? No than that more value Poe George bought exchange, bill of paid it, on account his in. So far employers Philadelphia. from its more being natural for a to be allowed right corporation it is a sue, more natural in a state in be allowed trade the, which the does not corporation exist. What is distinction ? a bill of Buying act, is said to be exchange and therefore could do corporation Is an act? Is suit not many in.Alabama. doing not, truth, Does it ?. involve acts is, The truth that this of a argument against to do the territorial jurisdiction acts beyond authority by which created, it is all as is refuted as well history by plain .reason. What have all the been great corporations England doing. back ? The centuries East India far back English Company, Elizabeth, has been over the eastern reign world. trading traded in Britain had That any Asia before Great established company and in government there, parts world, territorial where authority. never territorial England pretended Bank of dealing, England, established in always trading and. in Amsterdam, and bullion with exchanges Hamburg, marts other Numerous other have Europe. corporations Yon. A XIII-—3 COURT: SUPREME tit for the .created in over England, purpose mat- exercising power in territories things ters and never been corporations, exercising diction wherein the England exerted. The whole commercial is full of world such similar' the territorial powers, beyond juris- within which.they legal-existence. then, I that the secured to say, right, of Pennsylvania, people - in to clear than this other state in name is no more any corporation, sue of such a to trade in right corporation state; other tion, hor even so clear: it is a farther fetched legal presump- a much extent greater or. of national' courtesy comity, a foreign Court, existence, in in its suppose corporation actually legal attributes; name, with its aiid its own its it is al- legal than acting trade, account, low an act of done on its own ordinary valid transaction. agent, be .a Webster here referred to an Mr. of this opinion bear directly this It was the question. ing case Bank of United States Deveaux, decided in 1809. The bank here was 'the mentioned States, first Bank of the United authority given. not, last, like the express which.-had charter, in its sue in the Courts of the United sued, therefore, States. as- this sues, in its name as plaintiff averment, but with an here, as corporation; that its members were citizens of action Pennsylvania,-the citizen being- brought against was, of Georgia. whether the plaintiffs might (cid:127) ip not exercise their constitutional to sue the Courts of the States, United sylvania corporation; although they in the name' of their appeared Penn Court decided'' that they might. “ (f Marshall, Chief Justice Substantially essentially,” said case, in such where the members of parties aliens, or citizens of a different state from' come opposite party, conferred, qhe within the and terms of the Coni spirit jurisdiction “ stitution on the tribunals.” That corporations composed national citizens, of tain acts. sel, citizens, are considered as under by the cer legislature circumstances, is to be .inferred strongly registering It never be intended that an ves registered, American could citizens, abandoned to an insurance should company composed her lose character as an American this would be the vessel; yet consequence declaring were, members of the corporation, to ration.” intent and every view, out of purpose, corpo and merged is, here exercise their argument rights citizens as citizens, suing, in such name of their because, corporation; a name, the law recognises, them to engage competent transactions, hold them as property, enjoy rights proper citizens. If the Court agree of its own far back language opinion as the year be admitted right's people must it. as Pennsylvania, States, citizens of the aré not merged of incorporation associated, act aie and under which they parties suit. If there was a human ever TERM, 1839. Augusta

[Bank did not obscure from the argue that being obscure, .more it the late Chief Justice of United certainly States. And that the citizens of what was his one argument prove state-may is, as I in another a name ? It by corporate said, sue that they name, a sue because can do acts out of Court may by corporate name; whilst, directly reversing conclusion,it by corporate case, below, in the Court that, been held in whilst.a corporation of one state sue another do may rightfully state, it'cannot other act therein.. case, In this view of said Webster, Mr. I see no occasion law of international comity invoke the our aid. courtesy Here stands, law, our case on American independently as ground, an question. American reason of the case. Now, What difference can possible these citizens of make, it if can Pennsylvania trade, or buy and Alabama, whether the sell be under bills, trading, or and buying selling, or another? one That agency Poe (the agent of the could, at under a United States' Mobile) power Bank of attorney and sell bills buy from citizen Philadelphia, exchange in If, will not be denied. without an- act of Alabama, several citizens of and incorporation, should form an association to Philadelphia buy five directors or its exchange, managers of con- sell.bills five directors send as cerns, those may many agents they please &c,' into states to bills Of buy exchange, thus Having formed' themselves into this associated the. company,- appointed agents of, business, their if purpose transacting should one go step further, and obtain a charter-from Pennsylvania, that their meetings bemay more and the acts proceedings regular, of. associa- .thé methodical, tion what would more be the difference,,in the eye of reason, between the acts of the members of such a corporation,.and the without individuals, acts same associated for the same purposes, and acting common incorporation, by agents, correspond- ents, or ! The officersof a bank are but attorneys tha-agents of the their acts of sales are proprietors; purchases founded upon their will,, directed in the same property, manner as the associations or agents unincorporated partnerships.' The Bank, all know, Girard we was never after incorporated until Mr. its death; during a yet Girard’s considerable proprietor, part his as a death, acted banker. life, not, and until his Could he during Alabama, into life, his send an there-purchase bills agent And his over the ? if exchange neighbours chose to way ask for act an state' of incorporation Pennsylvania, are they to less entitled thereby common privileges citizens, all other Girard was ? than Stephen I law agree, that a state cannot certainly, generally, ex- operate as the is: But it is rule territorially, phrase an- artificial create authority may it being, giving legal existence; thus created, and that states. sue being, may in other legally created; course, than that which it is follows, con.se- as a SUPREME COURT. Earle.) oí' state, that it obtain may suit in another judg- quence it satisfaction of accept If judgment, obtain there. ment that in Alabama If a be obtained judgment judgment. not an of satisfaction Bank, ecknowledgment would States of the Court be á satisfaction decree the bank agent bank, bé if suit to gathered, agent, How the fruit can to this to be What benefit bank do this-act? cannot it.be if it take the sued for ? cannot money, sue in allowed below, it cannot recover money said But do there! to this ar- According it cannot an act Alabama, because to re- power although appeal gument,' ' and Webster conti- all dust ashes. exist, legis the fructus yet judgment cover branch of this question (Mr. On the commercial he would but little. But this much would say say: he nued) state of Alabama cannot ’ make commercial for her any regulation be- benefit, or such as should create difference any own emolument of other He did not own and citizens states. say tween her citizens not make to give the state of Alabama corporations, that may does to her citizens. But he did which she not give them privileges a she cannot create of citizens prejudice that say, monopoly states, or to the com- of other disparagement or'prejudice apy to that occasion right. Suppose person having mon commercial purchase the sibility) the credit of sold should not like bills exchange by bills or within the reach of Alabama; suppose (what pos- Bank fail; should not may the Bank of Alabama a citizen- that that state ?. Or is the of. Alabama bills elsewhere buy supposed institution her own in can any to can ing sold within give preference buy- that no exchange be aiid exchange, bought selling institution ?' It would' limits, be, her -but that doubt- to that she less, could enter- great injustice .suppose doing such purpose. tain any said Mr. point, Webster, the argument upon In conclusion this, to case had a right I that the purchase maintain plaintiffs it.; For the same bill and to recover reason that judgment upon - suit', this' had the bring had a do the act -right right , the suit was brought. which upon . \ this constitutional view rights plaintiffs, But if under of. what case, d5ubted, then has been called the of na- the tions comity to sustain is taken from in this cause. obliges plaintiffs “ the civil The term Vattel has law. comity” that head. But the is laid upon distinct other authorities' It doctrine chapter down distinctness, with sufficient in effect him. there at is, terms, are, that peace-with between nations general another, one both natural and rights, individual, resulting from one comity or due from nation to another. courtesy friendly Among these, travel in trade their ; is the Courts right respefctively right sue dominions; in each other’s one’s right pursue vocation ; to do all right things, belong generally, country, of each proper duy/ precluded citizens TERM, 1839. these rights, law of state. Among some doing from positive of one citizen nation take one of right the clearest 'the. other friendly territory nation, his any away property we call the This comity' (cid:127)without or objection. molestation is'what nations, and has become positive of nations. is the usage Webster, said Mr. that it is know, I on nations. obligation a it is a law law; com- existing customary or-voluntary and not nations, mon the established for and consent understanding common For this superior. rea- by any of nations government extent, for itself of the to a extent son, of nation, judges certain every its own construction law, of this obligation puts upon it. other, 'a to do i£, the same however, Every nation, $ construction, irreconcileably in therefore, two nations any .differ of this difference but there is settling no resort for ulti- ma ratio regum. The right aof to sue Courts of foreigner country may any be regulated laws or ordinances He by particular country. he required suit in or give security any case, costs not to leave the until controversy. the end of the He may country possibly his carry to- that he required security pro- give will out perty if, unreasonable of the' till his But under country paid. pre- debts.are tence of such shall any impose nation regulation, any. nation, restrictions of the citizensof penalties judging Sup- that matter itself lies with other nation. pose States, that the for example,:should government.of say that into the public should every foreigner ten, pay treasury cent, amount which hé twenty, fifty per might recover suit in law; our Courts would such regulation he just perfectly right Or would not the practice such extortion citizens of other nations just and, he if unre- ground complaint, of dressed, a war, ground of much most more than of "the sufficient causes which in put another against is', nations arms What one. in fact, now the question, so serious an which has assumed aspect, between ing governments the of ? One of the France Mexico and lead- as, causes of difference countries, so far between the.two I under- it, citizens, stand is not the that are not of open Courts to.the Mexico subjects or of France, but Courts that do justice not do between citizens, and them Mexico; in other words, that French sub- jects not treated according comity in Mexico nations,. , said he did Webster [Mr, not merits speak quarrel; this did enter; into not that he only of spoke he things: alleged Look, between Webster, into parties.] Mattel, said Mr. and you find this right the-,- will that very carry away .property, proceeds of from a foreign trade country, qc friendly by exchange, is well understood positive law of part nations. Suppose: States, there existed treaties between the United and France or England those, guarantying rights these to.each others citizens’: rights, would yet exist by tacit consent and permission. Suppose: government, treaties, in the absence were shut its Courts SUPREME COURT. nation, of either so be against the citizens vio- (to would do and' should them no of. the redress comity grant nations,) lation might it be máde: upon complaint being unquestionably ground of war the United States that nation. against There in several insurance incorporated companies. London one bé of these wrecked Suppose ship in perty companies, insured should abandoned, she bay. becomes 'Chesapeake Being, pro- which she was I demand corporation by insured.. pome the insurers take property, whether an bring it, action for in Court in this if necessary, any country, federal? an action of tort They may-recover against the wrongdoer. if They may,replevy property, necessary, or it; or sell were to debar the citizens of another refit send it back. if it; Unquestionably, any country country, enjoyment thesé common within its territorial rights jurisdiction, would cause of war. I do mean that a act of that sort would single or should war; on a but it would be an act bring, that-nature,'so a violation of our under the law plain as to duty nations, and manifest war. of the Court justify According-to below judgment case, however, these would present companies insurance -remedy. deprived rightful sue, indeed; of their You but let them- all. that is Webster here referred to a case tried some time in the ago Mr. district, counsel, of the Massachusetts he was Circuit which vessel Scotia, insured Boston was wrecked Nova insurers;. was. The -insurance office sent abandoned out which, that, did owner said' was agent',-who. of the vessel an. the, acceptance On whether'the abandonment. Mr, -the agent abandonment, the. office accepted (said Boston- ' the case. If- had said that we Webster,) we sent Court'deeidéd that, down, indeed, him ceased his he agency got when line of and he do no act when boundary beyond have to could- he got , it, Us, we and. Court had agreed might, perhaps, our cause. it never to me, But occurred nor gamed probably ,the "Court,that the of our agency agent terminated moment he the limits of passed the stale.. The law of is a of the law comity .; of nations it does part state to make contracts authorise beyond ’ of that state. . limits How; doe's-a state contract? How the states of this many-o'f contracts made for loans in A state is England?. sove Union.have sense; sups a certain Rut reign, sues, a state when as.a cor into, it When enters contracts with the poration. foreign citizens nations, it does so in characters’ I now its.corporate it is- say, the the viduals have. world, law-of admitted adjudged corporations countries, sue in *same contract indi law -By nations, individuals other countries are allowed in this to sue; and and we. no country contract make distinction, of individuals, case between to. sue t.h.e and TERM, can such distinction be sustained to Contract. Nor the right is Where, books, in the in the case of corporations. history, to be found case Vin or dictum [except disputed any law is drawn of indi rights in which distinction between ginia) to contract and sue in countries and of corporations viduals free and to to In the regard things, generally, open in whole civilized and individuals, everybody ahd.-abroad, Holland, at world, home in England, other countries equal rights corporations of. Europe, mow, in this been and in until respect,-have undisputed- if to be set case; this distinction between them at this úp produce it on the to lies with of other side some counsel sem day, it. show for ..authority-or reason blance this law of exists as though But argued, comity between it nations, does not states exist between the of this independent to That argument have been the appears Union. foundation of.the iii Court below. judgment said, In this law of nations; states respect comity, national residuum of sovereignty; they-have sovereignty no assort is all that conferred The rest them. The it is said, remains-to national sovereignty, on this government, part the municipal sovereignty. the states." Not- municipal sovereignty belongs the; I entertain for learned withstanding who respect judge follow, Court,Y cannot in the presidedin train his argu- I this, ment. national can make such as diagram/ partition 'of the. character between general governments. so out, national, I cannot far is so far map.it say municipal; other, and. here exact line where the one. sand begin ends. i^the the have, have, We Méchánique Politique, sphere and we n second never shall Laplace, with his define and able describe the orbit of each system such exact political our pre- mathematical nois thing There these as-arranging cision. such governments that, ours forever without laws so gravitation, will .of sure go be. These institutions impinging. are practical, admi- rable,' glorious, blessed Still were, created, creations. when if experimental institutions; and the convention which framed'the Constitutionof tile United States had set down it certain general definitions of have power, in the alleged argument of case, and stopped there, I believe that verily course of the fifty years since elapsed, government have would have never into gone operation. Suppose that this said, Constitution had in terms, after the lan- guage Court below—all national shall sovereignty belong tire States; municipal the several sovereignty states. I will say, clear, however distinct, however such a definition may appear to those who it; use of it--in the.Con- employment stitution could led utter confusion and uncertainty.. ÍI am prepared say that the states have no national sovereignty. The laws of some in- Virginia, Maryland states — provide punishment power thus treason.. The exercised' stance— SUPREME COURT. Augusta of

[Bank Earle.] a law certainly is, has of that municipal. Virginia alienage: -a exercised nation. Does not the power against foreign arise, when a is exercised necessarily alien concerning escheat, whom ? The law enemy enemy exists all — states, is also the exercise of a great sovereign power. The term does not occur in the at sovereignty” Constitution all. “ The Constitution treats states as and the United States as the states, States; United a careful enumeration declares all the powers that are granted and all the rest are States, reserved -to the states.- If we the extreme powers pursue,-to point, and the granted, reserved, the powers and and powers general found, will it is be governments feared, impinging, is, in conflict. Our that the hope prudence patriotism wisdpm states, and the this will that cata- government, prevent For will I the advice myself, of the Court in strophe. Deveaux’s pursue avoid, case; I subtilties, will nice metaphysical useless theories; I will feet out keep my defi- .traps general I nition will feet out of all I will keep my traps: things keep further, are, as be, to' go if inquire what they might were not as Union, states, states they’are. what to all subject law nations. voluntary customary to,’and Webster -Vattel, here referred quoted passage from [Mr. (page 61,) together said, which, he that showed states connected clearly of this are the states must be Union, considered much parts of the law nations component any others.”) as- If, for decision of rule is to be any question, the found proper in the law of- law nations, adheres to follows- subject. the cannot ho subject into what or low. You through, place, high matter of nations where it escape in a case is applicable. [aw The air of Tt full it. Courts every judicature pervades character, law of the highest and the of pie ay, Court even poudre; the constable’s It is Court. universal part the’ law. It. share the glorious law itself: eulogy pronounced by JJooker that there is as to be the reach nothing'so high of its beyond power, ' low as nothing'so to be beneath If within any question care.. the influence of the If nations, law the law' of nations is there. the how can Union, law exist does not the states comity between of this exist between state and subjects sovereignty .case, all the con- Upon consideration I have givén seems .to do inevitable, clusion .me the law of comity "if exist between the of this states exist between the Union, it cannot (cid:127) states cannot It is true a state individually foreign powers. make a be a treaty; she'cannot to a new party chapter of nations: the law which nations—the prevails among but. custom- rule of her in all' ary judicature,.recognised all nations—binds * her-Courts. - I have heard no.answer to If a contract -bo another argument. in, is, made New there York, with that'it be. exe- to. expectation, TERM, 1839. cuted, and suit is it in brought upon is to be decided law of the state in' which the contract was made. In a case by now Court, before there has been a decision the Court Alabama, in which undertaken to learn the law York, New the state of and administer it in Alabama. Why take Because, in Alabama of the law of New notice there are cases York!? simply, in which the Courts Alabama feel it to be their to administer that and to enforce duty That, viz.: the cised in that state rights accordingly.' Webster, Mr. said is the for which we point contend, -very should Court Alabama effect to exer- given rights cause,, in the by the under the present plaintiff of without to the state of Ala- Pennsylvania, prejudice authority bama. After all nas said in about argument corp'orations, been they are but forms in of of which the special partners partnership, some are with most, severally them, liable. whole end and aim of of us, is to concentrate the means of small in.a form capitalists can to they be used advantage. In the states, for manufactures, eastern too individual extensive aré capital, carried on in A large goods way. quantity south, manufactured and sold out cotton’ in the the bought south, to the amount of millions many every Upon year. of the decision principle below, in the Court the manufacturers of of the cotton growers goods equally precluded would their recovering from dues. 'What bur fellow-citizens of the will If;, south get ? we cotton, after say got their cannot they .to it, for will be in no money love, think, I they great doctrines, (cid:127)these new about the .states nations. comity look at the it .Again, question as regards hisuranoe offices. How all marine.insurances, fire life insurances, and insurances, effected in this country, companies incorporated agency several, states ? And the insurances .made these compa nies beyond the limits of their states,fare particular void? they I suppose that the insurances fire, effected against for companies at Hartford, in Connecticut alone, all over the by agents northern amount to án states,:may millions of aggregate some dollars. I remember a case New occurring Hampshire, of suit against one of those for the companies insurance, amount of an in which a recovery was had against said, company.; hor nothing probably such a contract of thought,'of insurance being illegal; the. ground that a an corporation Connecticut could do act or make a in New Are those insurances all Hampshire. contract void, held upon of the decision from principle ? Alabama And as to notes issued by banks: if one in hold Alabama notes of a incorporated, void ? by Pennsylvania, bank If ong be robbed there of notes, such is no theft? If one counter- feits there, those notes is it no sa,id,that (cid:127)It has been as there is lawno of under the law comity nations between the1 it remains for the the legislatures of

.of states^ to several states in their conduct adopt, other, towards each as much the of of negotiation then, is to be principle comity they Here, please.. there states, between the determine far how will ob (cid:127) serve this law of thus aré to do comity. .They required precisely what cannot do. States make nor cannot treaties compacts. A state cannot ah negotiate. even-hold Indian talk! cannot And now I would ask it at this of the how time that happens, day, this spirit in. shall be called upon meóte contrary, decision the Constitution, of the against whole course- decisions of country -Europe,-and under undisputed practice this government of for-fifty years, overturning comity, to.,the it leaving stated, to' each establish a itself? for comity Mr. Wébsíe’rhere .tookleave of the a cor- question of the of created poration" one of to make contracts in another. states I now proceed, Webster, .said Mr. to Consider whether there be' any thing, the law or Alabama, constitution of the state of agent Bank,.in state, United States that which-.prevents, from .making contract that which is of this such foundation suit. TERM, of [Batik that the of a bill buying It is said of exchange such agent is the state of contrary Alabama; and this policy is inferred the Bank of from the law establishing Alabama; that bahk being in bills of deal exchange, authorized state constitution of the and. establishment no authorizing than one bank in the ’ state.' This, How does the Webster, Mr. is a said violent inference. bills of buying selling exchange Alabama, by another than Bank purchaser infringe her policy?- Because, it it said, which she profits diminishes derives from n bank, Profit is her dealings it is policy, argued; gain, her end. Is it her Mr. Biddle-to against policy bills, buy because Girard, her incorporated; against his-bank to not policy Mr. his is not buy bills, Or, because ? how incorporated far does she to her ? Is no imputed one to carry or policy be to buy allowed sell bills of exchange own, but. bank her Alabama in credit, may or‘may may may be solvent It. were indeed, state in strange, any would such this Union to adopt But, as this. if the policy argument founded this inferred policy Alabama any thing, amounts proves, not that to. incor- Of other states cannot porated that it is ing sell bills buy there, citizens'of but Alabama, to-.prevent .policy other citizens-from'buy- ah in bills at Alabama. Webster, I think, said Mr. there is ho foundation for just

-x such n inference on the policy- part of Alabama.- laws Digest Aikins’ By referring found establishing will be her that she has á little policy farther than carried merely of a bank. Her officers public authorized receive of other notes of banks states in of dues payment her.; she laws to enacted punish has. of notes of other forgery banks. Now, acts taking their a whole, them as together,.considering inference which has been establishment drawn from of State her her Bank under not sustained/. .constitution certainly however, To consider this more argument, it is closely: assumed by it,-first, meant, the state her to take legislation, to herself all the within her banking profits, limits; and, territorial secondly, exchange act o'f a bill of buying selling belongs to n . banking. more derived from circulation profits banking than state meant, If the exchange. through bank her policy, take all the she not taken all profits banking, why the profits1 Not thing, circulation done she has she pro begged Mr. Webster to ask'the attention particular ' to questionWhat this is banking establish-, reference, to has done but. banking, nothing in. ed a it the bank, usual And given banking powers. when learned- other «ide of do speak counsel what banking, they buys in ; mean deals and it or exchanges A builds by it? bank n SUPREME COURT. of m. Earle.]

[Bápk bouses, thing If there he any peculiar so individuals. also; do the nature of acts indivi a be not in bank, acts by these must the' whole. What dually, of constitutes but in aggregate bank acts of legis There peculiar. be something ing,-must various or granting country,-for preventing different states lation, by this ' law ever But has been any of banking privileges. the exercise individual a to buying by to authorize or prevent passed ,one of such thing. has ever heard No exchange? biff restrain, end; is, one have all been to to banking laws directed There money. paper the unauthorized circulation to repress banks; but, discharging performed by other functions various do. do individuals what these, unincorporated is a bank, not that, institution then, without What issue ? It promissory with which it bank money. view circulation notes with from act principally have derived Our ideas banking States, idea the first Bank of constituting To ihe England. the Bank ascertain borrowed from bank was Bank, of Mr. Web England, functions of the and peculiar character to various authorities: referred, Court, referred the ster had Smollett’s Commercial continuation Dictionary; McCulloch’s of. England, of the Bank of to Godfrey’s History Hume’s England; 1st- Tracts, article; volume, 11th Anderson’s in-Lord Somers’ -Commerce, &c. History conceived, was Mr. Webster England Bank project who had travelled Paterson, a Scotch much said, gentleman, by'Mr. believed -in abroad, .Lombardy) and had seen somewhere (he. small which issued tickets or promises payment money. bank was took idea a bank of circulation. That From he " 1694. At inland bills nor notes were promissbry time neither enable, as to the holder to transferable, bring so suit negotiable negotiable own There was ho paper his name. except thereomin biffs of Mr. Paterson’s exchange. conception notes of the should toties negotiable quoties, Bank .England bank hand, transferable at payable specie, hand - This either on demand or at short had com very sight. conception success, because there was inland either plete then paper, field notes, biffs or which were The.whole was occupied negotiable. Bank bills were notes. In 1698 made England nego inland Queen Parliament; year tiable act of and in the Anne’s fourth Were reign promissory notes made after negotiable. Ofcourse notes, issue where had everybody might credit promissory circulate There much enough they might1 money. in the inventions of Under this state novelty of things, mankind. that-took we have seen so place often take place England we us, and which account of con among put -modern trivance. formed, were' amounts Large heavy companies one, banking; .capital, purposes professedly especially, parry on the business on a scale. mining large companies These TERM, 1839. Augusta vs. oí

[Baflk Earle.] pn demand; and these notes issued notes, payable promissory of the cash, to the circulation prejudice into as circulation readily got at this time in being of But Parliament England. Bank war on the of for the expenditures greairwant ready money , arid its lend Continent, to double capital, bank proposed secure if would it to government to.the government new.half'of statute the sixth notes. The bank an-exclusive circulation that 22, passed; of other money, was recites Anne, chapter accordingly to borrow corporations presumed and divers pérsons have acts; and there bank, to former contrary deal “ six or than enacted, that no more persons corporation, take, on their borrow, owe, any money in bilis up shall partnership, at than six months notes, demand, less at payable re-eriacted, often This has been borrowing.” provision constitutes the England. Compe Bank banking privilege notes. tition was not the circulation individual feared from than Hence six persons individuals or of not more have. partnerships demand; in other been at notes, to issue liberty payable small that in the words, we know country for And notes circulation'. in Lon such notes have bankers circulated; extensively private lawful, it was don, in the neighbourhood bank, though So that banking not found it notes. issue useful-to own ' in the privilege privilege of simply Bank consisted England (cid:127) forbidden, notes that issuing circulation, while privilege and asso law, to all other all partnerships corporations, lárge -' .. ciations. not to bank- restrained, so as prohibit was privilege This miles of sixty-five Lon- ing companies, don within distance except were ; and, at the made tender same bank time, notes of'the This provision bank payment debts, of all except by itself.. bé does not belong but it as a new considered privilege;' remarks, Mr. M‘Culloch original truly, essential idea banking, .of with banks is has government, do properly the same principle so far as are of issue. Upon banks with the incorporated, the banks of other countries of Europe distinctive as their character. privilege issue and circulate notes France, Here Mr. Webster banks explained character &c.' Belgium, state legislatures our Now, it in our When how own country? in view end have to the statute books the'great undertaken restrain banking, to. here referred to Webster Mr. circulation of notes. prevent Island, and New Maine, Rhode Massachusetts, from issuing companies Hampshire, restraining'unauthorized Ohio, imposing to the statute the oí of bills of as has been contended poly purchase exchange in afterwards, case? a she not. Certainly by passed this For* notes; .is, anti-social, anti-commercial new and principle, unheard of in our systemj harmony and calculated to up break has so long of this prevailed among states and people Union: not, It is howeVér, for nor for to' myself, learned gentleman, that say here we our We advance sentiments speak country. arid is our are arguments, but without But authority. you, high on.this, Mr. as Chief Justice and on other occasions of judges, for the The and to decide importance, speak country. commercial interests; of her guardianship preservation citizens; harmonious respect, in intercourse of all her this fulfilling, Constitution, of the are great hands; of the in object your not to I am be so as to trust will sus- performed doubt tain at national character of this once and the tribunal. high objects Mr. con- Ingersoll, defendant, for tne said that although distinct siderations of law and of universal, international, municipal, in this but case, discriminate, involved attempt he should not Court submit is altogether. them The Circuit judgment two dis- against of a ction. For that plaintiff’s right judgment tinct reasons excludes viz.: 1. That the of Alabama given, in state its banking except peculiar prescribed provisions; 2. and', That cor- law, local law excludes besides that the universal poration® such'states authorized the legislative SUPREME COURT. vs. not charter did them.' The first reason enough support the which, second, judgment, without to the this regard Court is not bound not itself. corporation question, therefore, concern necessarily issue. It what the matters not rule of general be as to jurisprudence may corporations attempting extra-territorial transactions, if the law of Alabama be that banking prohibited in' state,- whether or individuals. The by corporations banking (cid:127) interdict, rules the case without banking reference corporation question, which the opposite argument itself spent denunciation. Alabama has a political sovereign to make an affair of and an state; unbroken banking series of affirms Court of the uniform United States Supreme judgments obligation not. that state but Court to right, articles, to it. then read the conform tion of that state Mr. Ingersoll constitu- banks, and an act of the concerning assembly of Alabama 1836, which the of banks declared to profits are. the resource substituted for all revenue; the state taxation and several case of -the state of Alabama vs. Steb- 'passages al., bins et he 299; Stewart’s Alabama vol. i. Reports, urged constitution, as adjudication own conclusive of the'controversy. legislation, and all unite that even sovereign declaring its citizens shall not deal in banking, agreeably peculiar laws. The laws. bank had not conformed to those plaintiff any respect Alabama, it cannot nor recover there Consequently bank n reason, on a transaction there. of the Circuit banking The second extra-territorial corporations power may haVe.no erroneous, bank must fail for first -yet reason; plaintiff bank, because it is a but because it is a no matter corporation, where or individual, or incorporated, whether partnership, even' inhabitant and citizen Alabama. that it enough the local and law of attempted bama. That settles'the ration law. The Bank of the contrary to Ala- banking peculiar it with question, involving without corpo- Deveaux, States 5 Cranch, United 61, too, falls under no citizens, because those principle including can there to its bank- laws. contrary No interferes with this comity unquestionable It is principle. basis of that laws indisputable force universal' territories those who one of beyond make them. This is the’ few of universal principles jurisprudence universally ácknowledged. States Bevans, Wheaton, 3’Dallas, 370, 386. note, Huberus. Laussat’s i. book-4, 658, section Fonblanque, .chap. 6, Commentaries, 2-Kent’s 3d (444.) edition, 39, lecture part-.5, 457. Laws, Conflict of sec. Foreign Law, p. Henry-on Story’s 1: United p. Owens, Peters, States- vs. vs. 540. Bank Donelly, 2 8 Peters,-'37'2, Peters, Rhode Island Massachusetts, vs. T' 736.' It would be for Peters, 740, superfluous multiply authorities this indubita ble position. cited, In the case last from 12 Court carries so far as declare, and with perfect propriety, Parliament colohial condition during country of this net TERM, 1839. 569 Augustavs.Earle.] allowed to laws extra-terri here. The force binding never intervenes comity, is derived torially to international which the common or set aside law or either written even another 2. country. Story’s state or state interest of Henry, policy 37, section 32, 33; 38. Laws, page Conflict of Huberus, sections page Marietta, 3 in note. Bank of Dallas, 370, 3: article Wendall, Townshend, 7 276. 2 The Randolph, Pennington “ Dallas translates'-rights, word Huberus is potestas,” common, written, of right by as if mean meaning any does species state, or even comity of one can law; for no such or usage of another state. Confitas supplanted by inter a frail evanescent substitute for law. communitates is at most a; more. It is translates it is really nothing courtesy, Dallas law of of absolute reciprocal of indispensable reciprocity, necessity, to do which the charity as Would be done without by; harmony you which, nevertheless, nations would disturbed: incessantly is no more love our than charity, neigh the highest obligation bours as we but not better than ourselves< Its ourselves, philo do is well classical' sophy his quotation in by Judge Story explained Richards, Harvey leárned Mason, the case of judgment 412; damus sub obtentu mutuas necessitatis. petimusque vicissim Unless, therefore, the needs such concession Georgia state of comity from the state of she is bound make it. One of the cases brought here involving Car rollton Bank state Louisiana, requires the law which its judges refer to. the in-their written law of the state on which judgments founded, judgments are from ever leav prohibits are established judges ing the state whose boundaries Constitution. How could the of Alabama or other state reciprocate Courts these,? with Louisiana such In another regulations óf the cases, the United States Bank of is the Pennsylvania bank, plaintiff, by the law charter,, that state conferring closely connected canals, railroads, schools,and.other improvements Penn sylvania. Could stretch any is comity give provisions force but the not-judicial comity, comity Alabama which ts Co ilts of award. judicature Story’s Conflict of Laws, p. 37, sec. 38. No Court it, therefore can allow but as the comity of not the Court. Comity, moreover, international never allowed courtesy; or other between districts, counties, provinces, cities,, parts same empire. connexion between these United States is closer more intimate than that of comity. Their union federal by- compact settles the expressly relation states other, to each -leaves room for tacit or constructive comity A operate. national to. Constitution declares that no state ’shall enter into any treaty, alliance, confederation, or, without consent of Congress, into any agreement compact another with. > state or foreign power. union, Such with much providence and some jealousy, has settled the powers and-relations of the respective states. An article of the Constitution for the force provides 3 a 2 COURT. 570 SUPREME Augusta df vs. [Bank Earle.] state, acts of and immunities public privileges for proof ,the rest, of each state in all from fugitives .justice citizens for and labour; or this fugitives leaving important nothing. on little. these United tó construction. For certain subject judicial purposes same, others, are one nation or nation; States a quasi and national, confederation, close confederation for and still a by confederation, a mere but the people powers delegated them in 12 Court, the states. of this According language and Peters, all the as 720, the states within themselves sovereign other to each States, United and powers granted foreign this case as to all others. The argument determining of the judge Court, whatever .the Circuit denies existence of any-comity the. a nation. Whe states whose union constitutes these between several not, it is certain that their unquestionable or ther union makes argument Kent, of Chancellor them a nation. In Opinion whether, is intimated, a doubt subject, lately, published áre all the the citizens of each state immu privileges entitled to. the state states, in the several it is competent nities citizens or from bank Pennsylvania citizens Georgia prevent Alabama the Bank-of state. But this Court vs. adjudgéd, in the former ing Devaux, that no Cranch, 61, the a Pennsylvania Alabama States United Georgia and it cannot be doubted that citizens of citizen; and immunities in are not to more privileges entitled That citizens. full state vouchsafes to own than that acts., proceedings credit shall be given public faith and to judicial seems to confined other, each be as yet of -the states Townshend, Commentaries, 174. Pennington 3 Story’s acts. states are proved The laws of different 7-Wendall, 279. lead, to intole would justicé: laws foreign Courts state, the laws laws of any to make by comity rable confusion state, argument is demonstrated Judge M£Kinle'y’s of every in. in vain Chancellor Kent’s'opinion attempts with force overthrow. than jurispru- politics rather of question is' perhaps This other’s- each can re-enact states granted dence.- It may be. as-clear but it them, laws, and so adopt 4s submitted then, effected. If constitutionally can this be whatever agreement comity it cannot be done it, states can do no agreement legis- than construction, more would otherwise Courts: state, or the judica- one is not whether even lation. The state; but another the laW of adopt can by comity one ture of made' state can be to the law of a addition great is whether States: the United not for States; United judiciary incorporate can by comity judiciary whether the but federal be ques- It may another. that of States of one of these can reciprocate States the United of. the judiciary tioned whether law, our federative nation. All that of comity with is, else there whatever fiscal, martial, civil, penal, political, States law the United is no common written. There specific

January term, -1839. but for principles definitions. admiralty though of constitutional and the revenue law scope, by grant, is settled large by legislation. Could a Court of the United States reciprocate France, law with England, Mexico ? admiralty revenue n ChancellorKent international law of alleges merchants; if laws nations, mariners, merchants make so may travellers, or ' (cid:127) sea, If borderer-s. merchants not traders ashore ? why Those of New York and have no better Liverpool supersede treaty own tacit than authority, making by understanding, traders - from, the north fetch or metals from the south. peltries who borderers Lawrence, of the St. the Sabine, and the .Arkansas .may codes with Canada, Mexico, rude arrange and international .Texas States, these United for the government usurping powers of authorities, as ex constituted those'-of parte professional opinions may usurp There judicature. is no for appointed any such .occasion state of the United States irregularities. Every has-its all-sufficient, common law and frequent legislation; while the law-making power and the of"the .law-judging are in department Union constant being, it for rendering wholly unnecessary, illegitimate usage, action,-or habit, and selfish substitutes, to. partial, personal, take the place of deliberate isIt at least .law-making. doubtful whether either the or even the federal power state of -these United judiciary States has the to make laws At all events it by comity.. is a perilous faculty common law by comity make for one state from the written law of diction the that state another; granting Courts exercise may juris- no means infers that by the federal do it judiciary may states.' For this Court introduce a- or Georgia Pennsylvania bank into would be more than the legislature of that state citizens, can do for its own as its except peculiar constitutions allow. measure.-; law is Introducing changing often serious It’is the digest exercise of conquest, the most .and- difficult. Diversities of laws, without which lánguage, sympathies the ways local God to man, all nations would strive to have but one local habi- tation one name. Droit d’aubaine, British allegiance, land, -law the law, common all such exclusive severe seemingly arid harsh provisions pregnant the-philosophy-of providence. A learned M. de foreign lawyer, .TocquevUle, vol. 99,. i. considers so these United States many nations, whose whole form the Unión, of which even originally, every township a.sort of inde- like law can pendent sovereignty. Nothing be more foreign than that of Massachusetts Louisiana to each other. It may be it be wise to- politic, may abolish or try mitigate these estrange- it locality: is no more ments practicable extirpate them the barbarisms of war." This Court than strenuously adjudged has. that, at rate such is not judicial function. It does not and will or fabricate anticipate legislation.' objection Furthermore: to Courts extending comity for states to banks is corroborated consideration is a sove- banking reign- privilege. Making money, or substitute it, is' sove- COURT. SUPREME 257 v>. Earle,] 1 Wilson vs. 100. reign Randolph, Pennington vs. faculty., Spence, Townsend, Wend. 276. 7 Utica, Johnson, Mr. cites for Chief People Jus- Ógden tice mon law. But of what was not franchise at allegation Thomson’s com- hanking is that allegation made banking Banking ex-, discount, latter, it is circulation? If by deposite, Court, contradicted Roane and the as it by Judge Virginia pressly is believed to on In the authors political economy.'. be. Swift, circuit, case Drew it was the Pennsylvania adjudged Mr. Justice Baldwin that circulation is banking by money making, - Be as it authority. general part public Alabama has it So organic-law. her principle, adjudged settled Stewart, 299. If it were res Stébbins, The State vs. integra, might state can devolve well whether on individuals questioned ’any be- so questioned demurrer, this Tennessee. Peck’s It was sovereign authority. now Without Reports, attempting Court, foreclosed submitted that no state much position, perhaps States, less of the United can inflict on one the bank- a Court another state. can do comity No that. would sovereignty ing be taxation, hostilities, .and servitude. Otherwise the all other exi- adjudicated one state or nation bemay another. gencies Even if it, were no law of Alabama forbid flagrant there im- Conflict",33. The banks of Europe Story’s patent. policy - Texas, acts the abolition Asia, vania, Pennsyl- laws of Mexico Massachusetts, facto ipso the English common which laws, laws slave, a the church of and royal prerogative emancipates of must ail be in Alabama. There- might noblemen’s privileges, enforced and insufferable to endless confusion —such be some stop such is, what branch of only question go- chaos of The government. valuable Story’s and the interpose: Judge shall vernment work France, that in and this explicit England, laws is country, of conflict branch, written laws awaiting is that without of direc- the judiciary tion; Court has 24, This Conflict, always 25. asserted the Story’s their aid to acts to to contrary and of duty refuse necessity the Courts Toler, H vs. Wheat. Armstrong law. of policy Peters, there Owen, 2 527.-Nor in any inconsistency States vs. is and the exclusion, because one yetnat comity, enforcing Courts law, whereas the other make it. Finally, is compliance not, that it is under is to resolve such a due comity whether doubt is so and defined. ours,where judicial power specific government of meddle with right denies- finally Alabama Mr. Ogden of commerce, are the means and commerce which exchange, of bills been, have surrendered the states to the regulations with all its a is here' in commer- question of exchange no bill Union. But cial boat, horse, ass, slave, a- an a a man' a than ferry more mean, convenience; it and will other commercial woman, any. or are not under New regulation. these that be pretended bill a small more money by. money, has regulated York states commerce. exchange, the medium bills of AH- than January term, iss9. 573 J3arle.] The exchange. on bills of damages law the. have regulated, much, therefore As to the nothing. too argument proves' denounced, Mr. Ingerso.ll said had consequences ruinous such be, of méásures offensive augured, always always w.ould we!re They abundantly disproved prejudices., to certain political Court, The and prosperity improvement. country. (cid:127) should feel its duty by instead alarmed from being appeals, which, wéll state-sovereignty; the laws'of encouraged Support - understood, general were- the broad welfare.. foundations these self-preserving nor state stand erect without Neither can man politics and cries comity rights; against pleas of. in this Court as now and unavailing constituted.. equally futile views of what be the As it is may. foresee impossible .advQcate’s given reasons all the Court, is an consider duty must and, .therefore, question below; corporation judgment a remark, that not question next be will examined.. The the case The record presents transaction. action,'but in resident bank, agent stationary incorporated exchange; a there bill with the discounting funds of bank no se- is thus instituted. was which transaction this action upon actual condary dealing by a contract; but primary, the banking the state which business out of banking chartered with, the confounded suit is- not be corporation. right of .The n Perhaps obviously distinguishable. contract. right They- action, American State Courts sanctioned right The to draw in it is not either to question. intended concede Silvér 91-; 10 The cases of Mass. Rep. the-Portsmouth Company, Fire- York Bank, 4 Johns. New Chan. Repsv370; Take Ma- 560; Insurance man’s 5 Con. Bank Rep. Company, Gallison, Í05, rietta, 2 2 465; The Society, Randolph, Gospel the various Wheaton, M‘Cord, Minnis, Green 454; foreign tablish the law may perhaps-es- authorities cited in the argument; opposite right a sovereignty enjoys corporation.or state. is nevertheless suit other Courts than those own I oí its books, remark, English is to found worthy of. no case there. All contract corporation suing England'upon case volumes of such a for. case. English challenged Suit was Dutch West India moncl Strange, Company, Ray country in the where contract, is, lawful contract the lex came contract, had so that loci never company made when an attempt the suit in during England, suit, into the was frustrated plead estoppel: that attempt The are dis- -sovereigns, cases of suits English chancery by foreign sove- tinguishable suits because the foreign corporations; of reign as of sued In them divested the privileges. an individual intangibility. n (cid:127) n Ifsuits in this of England have the Bank been brought by have been country,-for the must debts, they recovery American rare case occurrence, The pa'ssing sub silentio. Perkins COURT. SUPREME vs. "[Bank The Washington Re- Insurance'Company,, from Johnson’s tojshow that this cited question not raised that occa- ports, sion, abounds with it was the interest against 'demonstration it; to make and in the cases of both Silver parties Lake and Banks, the most lawyers Marietta eminent New York Vir- right action, which, fortiori, denied the multo con- ginia argues .of of transaction. tradiction of venue, Mr. right, notion Ogden’s, rate, a little which to build so Very is technicality upon at annulled law; Alabama, important position, pro- demurrers, all hibits so that of- neces- special averment is .venue n declarations, in their and rarely occurs. sary freed frqm fiction, action, mere is the.right thus whether can contract and enfoice their broadly corporations Contraéis To foreign countries. between and re- by suit discriminate right is ma of some tter Court medy, always difficulty,-as-this experienced Saunders, Yet the Ogden and distinction well known 12-Wheaton.. recognised; universally right being regulated by refnédy the forum, whereas, law of 'of the-contract is determined legality countries, In by- p.láce. most the'Courts civilized ’ there is little restriction In Great upon right.-of action. Britain all country, and of wise of the Courts to all open upon persons, are explained"in .principles well jurisprudence, number eighty-second as well Federalist.; citizens, as foreigners .poor rich, the individual, and the all an incorporated equal ,to redress judicial alleged .for unquestionable wrong. will not take Courts of France suit jurisdiction, between two ' them their-own courts at foreigners, renVoy home. But it is -to every complainant suit bring privilege any English or - all lawful contracts. The American contract must be. lawful, that . however, the- law say,'must conform Place, therefore, place regulate hie contract. settles while right, Courts remedy.' is, Our question whether one the'incorporation of state .orcountry is" siich all others? denied.' which.is corporation? What-is. definition Mr.,,Ogden’s perfectly defendant’s acceptable it, -he defines argument; of an an artificial creatéd person by.the- law state. The independent description, accurately definition made, tends much the reason explain of the thing and to eluci- It is date the body, an artificial subject;- calls it a bodyAyliif mystical a mere creation of none but express ad powers hoc, or such' .áre implied powers strictly- indispensable. Judge treats the matter with M‘Kinley exemplary when he accuracy, says, unless the act of Louisiana, incorporation by Georgia, Penn- can 'sylvaniá, strict operate it is of no force .law in. there whatevér. Such the true of the whole starting point dis- this cussion. All the authorities all 'of countries and concur in áges fundamental Brooke, Comim. Bacon, of. corporations. doctrine. Wil$oCK, AylifF, Brown, Taylor, Coke, Blackstone, Kyd, be affirmed, American sraerin treatises adjudications:^ 1839. TERM, 575 Augusta [Bank Earle.] and Ames, 17.59. Head Ang. 3 298. vs.Amory, 2 Kent’s Com. edit. 2 4-Wheat. S. College, Dartmouth Bank Cranch, 167. .U. 636.. .4 Beatty-as..-Knowles, Peters, 638. 167—168- Daudridge,-12 Wheat. is a corporation license to be authority It is beyond Kent, in Commentaries, Chancellor his says, construed. strictly is modern he doctrine. Yet on the mentions pagq, Trajan’s same fact it; is, asserts and the that from which Solon strongly letter to-Pliny, to, he refers Niima, whose also down Mar- subject, laws of this Court; honoured Justice who shall, the late Chief .was much apd cqr- of the strict supporter á uniform construction inflexible same, it has always been must necessarily porátion powers; franchises or take all so, because'charters privileges'from to.con- few, which must- franchises .or needs re- privileges fer upon their stricted to An ver.y .individual-power capitulation. attorney ' expanded, or construction. All letters substitution never Of taken their is but though interpretation license are matter strictly, intention, a.question whereas that charter presents .a Courts which have to enlarge no power authority constructively. asked, indeed, be what is modern meant It-may, is the law law? American of charters? Who made it ? What . Is it law? or When? law ? common civil English Where? common- which code Is .from all law charters proceeds. on- this or subject post-revolution law ? anté-revolution American Do we English it' Louisiana,,where Massachusetts get common and the law common ? respectively civil law prevail <on the law law of Massachusetts Virginia enforced common modern as Was case ? there, Chancellor with a adjudged Kent Dandridge’s 281, 2 Con» says, multiplied, corporations flexibility -to But what variety unknown the common law.. is the Ame- ' rican common law of ? States states corporations having .The United law, common of what is their ? out standard formed In. Louisiana, with the law' civil as their birthright, corporators answerable In states personally acts. corporate inheriting the law, are, common English ; -perhaps, personally intangible not of a law, the terms charter by understood written because it by any thé common law annexes such English privilege of A state grants charier, to which common exemption. Jaw annexes an inestimable Ha's this tacitly common privilege; English thé adopted states Is it consonant with America^ their or-conformable their ? .At the period constitutions policy; were independence, few if corporations, no. there banking corporations America., that universal senti- public Has ment, this'privilege upon gradually since frames ‘then engrafted common. .corporation stock, till after long had not begun within germinate, American revolution arifl few last years very past, attained a which overshadows growth all dur. The source of this it is institutions? immense hard to find; but, at-all'events, has been uniform in the channel stream States, Supreme-Court those the. coincident COURT, SUPREME 576 n m. which, ancient or law; modern, whether are equally

principles " in their their reason. In authority unquestionable some of the Bank, Columbia Court, Cranch, latter cases of Wheaton, 338, States, the United and the same bank, Bank 68, in of some of the judges, Wheat. the absence and Chief Justice in the last mentioned case; Marshall dissentient whose earnestly doctrine, it was rule the declared the eminent principles whole who the Court’s common law opinions, of cor- judge delivered has been broken in modern as it porations upon adjudications; been declared another commentator, has that the distinguished common law was found carded. in this impolitic dis- respect, essentially true, It is order with keep pace modern flood of in. the. associations, these the common with its characteristic adap- lawr tation to exigencies; privilege counteracted intolerable (cid:127) them to But -no holding it personal other than liability. found, change this, will be in apprehended, law modern common of either to,break country-or this in Power England.' pronounce impolitic, ¡ it, discard if it in upon any Court, exists be very should All cases are iit sparingly 2.Rent, 289. 292. English exercised. Ames, and their 128; uniform is to tendency, Angelí keep down hot- corporation it. privilege, exaggerate And same is result thorough .examination all the cases. American by have not Corporations been allowed to suit undue escape privi- ; which is the lege that is tiquated. substance of all that salutary change law, in supposed discard-it impolitic, .or break in it as an- It is alteration invoked .adaptation, the common law. No óf corporation' law for principle defence, but such as Chief this- always' .late Jlistiee abided by. His-anxious tof Court Jhe Wheaton, dissent 12in those sets.forth with a principles review of théraccrédited, authorities from Brooke to. Blackstone.; while who delivered the ju<%é opinion Of the majority learned Court, to a recent dictum of appeals Mr. Justice and the Bailey, still later-doctrines of Chief Parker, Justice for common law of corpo- fr,om rations in Virginia, transported Massachusetts. Gradual cautious to circumstances is the merit conformity law, common following the universal sense of propriety;, substan for law is eternal and identical, and what is (cid:127)denounced tial frequently restoration, is, truth, disorganization, first principles. great duty of-Courts them, maintain and was no doubt the solemn n determinationof Chief Justice Marshall to even those seem uphold formalities ing law, corporation had experience sanctioned as wise. His forecast in this is on this proved occasion. The seal, ’ ¿he - vote, the regular record; constituted duly agent, and- of this guards formidable imperiüm philosophical- be in‘'imperio;Cannot dispensed-with,without enabling vast engine wpalth factitious to crush communities. And ,to-it..r all the law contrary Formali have, ties discarded, not to hreak' upon but‘to strengthen law;, alj the whole substance while stands unimpaire'd original TERM, 1839. propriety. Legislation adjudication indispensable cites Judge Parsons, it. Chief Justice M'Kinley gainsaid never constructive warning against encroachment. Even grant a solemn where is the No .is judicial power? ing 'policy, but for created, contemplation Charter's public good. benefit than are intended to more unincorporated incorpo the. states them on no other Legislatures organize principle; rated. to its by common letter, and' Courts into carry practice restricting grant ' and, if to countervail moulding indispensable, privi Institute, and case Coke’s declare Hence cor lege. Cówper, taxation;, be inhabitants not'evade they while may porations jcitizens, denies order prevent undue 61. Cranch, suit. .5 Hence numerous adjudications, privilege individuating corporations tend ' suit, one which ex designs States U. 392. intangibility. Wheat. Farmers’ Amedy,'ll Delaware, Peters, Bank extension of Any charter judicial exemption by construction, would not be in assent; effectuates the common will. A few harmony common law, which is general while every judicial of such sound limitation exemption contend otherwise; but isit can make impossible law. All. its. established princi limit common ples formalities of law are often its corporation power,.and facilitate right! Even the solemnities. necessary might .It sometimes to.suitors and convenient to for latter judges adjudi at meals, their or in bed; but Courts and formal open cate proceed- are- ings essential. obviously great those who attempt deny and would discard the laws is, first, settled to assi corporations milate and, them to persons,’ secondly, asso td.pártflers, ciations of not persons But incorporated. for they aggra neither are vation of exemption: they resemble either for may personal liability. This Court has adjudged are they Peters, not 12 persons. .99, 100. And the reverse is the very reason law. Whenever is it not restrain, impersonated license them. A corporation cannot,- like a insolvent; make person air its assignment of affairs. 138; - 12 Peters, so Even if authorized charter, it by cannot assign them corporation trustees. w.'-Maus, Watts, 6 Can a Williams 278. do act not, humanity the mu Certainly though illegality. sense, nificence of such acts as stifles Of their It is' daily directors, amuch devastavit for.the trustees or. of a corporation spend means as it generously, would be for an executor or ad ministrator. It is the law not is a corporation capable person like ari Kent, action transaction. 267. 299. individual 2 279. 1 Kyd, 225.- Persons ..go anywhere. are localised and Corporations cannot stationary.. They abroad go but and.how by agents; they are to constituted, or whether all, can be at they very is .6., question. 16 Johns. Personal are unlimited. rights original Corporate are like a person, franchises derivative A specific^ state do ñiay not prohibited.. Á like whatever this corporation confederation can what is allowed only expressly by do charter. Vox..XIII.—3 C 73 SUPREME COURT. ' no fetters but by American restrained person sovereign, An creature, bound by A is his strict making. corporation -his-own but Persons traffic ?' Because obligation. everywhere: why But become wherever are. are they subjects they corporations Asiatic-, to the state amenable creating European, them. African, American, America; is an whereas perverse argu ment of license is to be a corporation citizen without being subject; all are while natural though even Per persons subjects, citizens. motion, sonal are the attri identity, corporeal being, powers' butes legal but not of of'persons, are corporations. 'They personal responsibility, plural enjoyment privilege. Still less is the 'resemblance attempted corporations partners. 59, the Law In the Reporter, resemblance is asserted. But strongly want of it is so that a reference palpable single distinction 23. enough. Ang-and Am. neither nor Corporations is. partners, persons vare but artificiar bodies act politic, created always hoc, and ad their franchises are granted for public good, are the instruments. supposed Charter elements artificial are. creations,.with none but express or power, severely indispensable indispensable state, existence, till without existence allowed to a mostly assigned place, confined defined pur- always Whether, how poses. can be'consti- agencies for corporations 2 Kent, 291,292, is questionable. tuted But an inflexible and in note. fundamental transactions, doctrine extra-territorial prevents requiring is; permission state such transaction wherever doctrine the agency merged disappears. ' Kent, plain 268,269.276. In principle agree. .authorities - and Am. Ang. law, 38. The American law, 27. civil common (cid:127) law, all coincides in can be cited ft. Not a case or sentence law. it.' against A must the' corporation be authorized sovereignty where it corporation. ledges such, acts as is called an adulterine otherwise is what Am. Ang, and 38. definition Mr. acknow Ogden’s this; and-he conceded' acts that it corporate cannot perform it.; beyond This creating is the of Chief Baron explanation wood’s Man quaint notion, that because no souls corporations creations, do king. They created .the share in government or Marshall,-Chief Per any political -power. Justice, 4 Wheat. No such, creation legal till being, authorized where it of the state government is to act as a corporate case, Jenk. 205. body. Greystock College 3. Dyer, 60. 6 Yin. Abr. 5. This 287. note and Am. Áng. ancient judgment, contains whole germ self-protecting principle of sovereignties against founded corporations. pppe Greystock and it College, existed' for a But the English time. long Courts, as soon ás it want appeared before it for them, annulled lawful beginning. Such is the to these universal laW applicable bodies politic. Sutton’s Hospital, Courts have suf Jenk. 270. may fered them to sue abroad on lawful; contracts at which are home h'ever to contract and sue- abroad of state bul .authority without TERM, 1839. 579 vs. Earle. Whenever them is there. is corporate this position against taken in it a-Court, -if charter, A must be required, insuperable. proved before any act even evidence. given States can 10 4 415. N. Johns, Bul. P. 107. Mass. 91. 8 Dal. Johns. 295. 1 1 10 29.2, Hál. 211. 293. Wend. 269. 3 Kyd, 199. Ang. Conn. and Am. 377. universal law of sovereign common states .requires' - and state legitimate asserts It uniformly sélf-protecting principle. a None right recognition. but the state indispensable can a Pennsylvania, In corporation. have legislature authorized the literary create charitable, Supreme religious, and certain, terms, as bodies, corporate England king . charters. deputes Am. But persons grant Ang! state 44.. that, is sine agency, sovereigns When the he was. liable non. qua But it is said sovereignty permission, True, do, sue as may they sovereigns. abroad. in the Circuit Court King Spain sued Pennsylvania, costs, nonsuit; or to and when his minister, Don Onis waived his as foreign ambassador privilege to become wit- trial, ness on the committed comes been he might prosecuted ..perjury, When contempt. sovereign abroad, sues be- .he which subject jurisdiction, never foreign corporations do ;„andwhen süe sovereigns equity, the fullest reaction especially, It reciprocity necessarily ensue. will not be responsibility , that a pretended England monarch of his irre- brings privilege or-the his Sultan of sponsibility, Turkey when con- despotic power, ' to sue in this As descending monarchs have no country. they here all others whatever; sue, like to our subject Courts. too, It been made a whether question, principles contended for, states, as was being, American alleged, cor- as can, do, porations, borrow they constantly stocks, sell money, business, and otherwise transact ; countries to which obvious is, answer that on ail such occasions as deal sovereign states, and not opinion, relies on the Kent, mere Chancellor in his corporations. published Bank United States having permitted sue in state Courts. But this denied right Virginia, this. Court has determined' bank had no federal .that forum but by Cranch, suit, act of express Congress. Right rate, is not at contract. right of thus shown that no being can indisputably exist corporation but by of that express permission such, acts it follows, as course, a matter that it is at all corporation until allowed by. state in acts. Kent Chancellor per- verts this principle, by asserting contract corporation until forbidden there; abroad the true principle asserted being, Marshall, by Chief Justice in the Bank, which Providence case. act is creating act, by enabling contract, alone it is Cranch,. enabled to 167-169. simple This and incontestable covers the whole position It is part ground. apd universal jurisprudence, Corpora- all politics. parcel COURT. SUPREME Augusta vt. Earle.] [Bank or power no existence law, having of municipal creations tions are láw, or other so to do whatever, by enabled until to contract acting. Espe- wherever the'sovereignty legitimate permission undelegated as an indispensable conservative principle is this cially of this the smallest member Otherwise States. of these right the case of the rest. In all for, govern legislate may Union Marietta this principle. the Court 465, explained Rand. Bank, 2 than more, it is apprehended, much force of argument;' great in Chancellor view, Kent’s by contrary is displayed opinion, in this been urged has Court.. such, corporation; can have no as States, private These United be axe to commercial intimacy, they notions of if, false and consolidated trary con- traders, professional dogmas, by corporations, rights the. institutions, only oúr political true spirit ¿he will be Constitution states, all federal at-an'end. of Upon itself but law, a bank international commercial of. the United plea state, but branch, county not only every every States might It indeed, so state bank. and, may every Union; state in the every Court, that it will best fulfil its duties to this submitted confidently states remain- ties, sovereign united by by ing sovereign, by states holding sovereign remaining subject; corporations subject,states. ánd of corporations law of Georgia eommon The' state Alabama cannot apply as this. controversies' such determine Pennsylvania what cannot ascertain, accredited of interpretation,'1 rules by any been, state in creating corpo the intention another which, the state cre for misconduct only responsible ration? k, and be reached in the where it con foreign cannot ating tracts. regarding state involves questions charter Every political ‘advantage, looks to its which no state but own beyond simply itself, which no can a Court can do foreign judge. All and if good, to the will of its it finds that ascertain government; own not sanctioned the government corporation, by express authority state, then such cannot corporation acknowledged by Court, Court. It is no beforn.that bemay Its charter corporation there, be, But, as it must before it there. is-in evidence proved there, when has no even have a' though may of action proved, right Contract state, in that it to contract till authorized by If Courts are bound common law to restrict corporations there. i& the specific their pdrposes creation, bound comtpon same as out law to prevent out of much wandering place, " Kent,.299, note purpose. of. E. Charters and, are special trusts, untransférible tó be executed i when and which trusts prescribed, where have no extra-territorial existence. If act beyond the trust agent chartering is defrauded and annulled, without 'responsibility agent state,-or chartering to' the' No state. , can, even act raise assembly, an .executor,'administrator, or other trustee in state. The states of Louisiana, and Georgia, another Pennsylvania, could not intend the&e bank charters to make laws TERM, vs. so legal contemplation the state of It is impossible a questionable agency it. then the to consider supply power, which could not interposition Can to be given, was intended which not never Otherwise, corpora- if intended given éven Eng- act of New everywhere. colleges tions may by agencies states, and the arts in make masters of land .southern may establishing slavery states introduce societies.for may southern Asia, Africa, Australasia, even so, Europe, north. Not'only the n of America. Mexico, the United States Texas, regulate or Marshall, ex- Wheat., Chief Justice after case, 12 In Dandridge’s cor- common respecting the. changes plaining supposed calls the talisman construction what he denies that porations, and venerable of deep-rooted the whole fabric dissolved yet quite he fell into that occasion rule, The old for which on jurisprudence. insisted, would as Court, prevent he this minority if preserved, the confusion which if all suffered it will be and corporation power; extra-territorial the.country. sure inflict on the nationality 'Executors, unquestionable. The abundant and analogies legal are the states administrators, beyond have no .guardians authority and 2 384. 3 Cranch, 1 92. 1. 45B. Mass. Mass. Dallas, them. creating 319-323. 5 Cranch, 11. 313. 3 Mass. 7. 256. 514. Mass. 9 11.Mass. Ch. 45. 1 353. 153. Johns. 6 Cranch, Rep. 151. Ch. 7 Rep. Johns. 3 354. 74. Day’s Rep. Johns. Ch. .1 . Rep; Rep. Hayward’s 2 68. 9 Wend. 4261 1 305. Rep. 569. 7 Cow. Pick. Rep. Rep. Root’s 462.. 9 Wheat. 565- 2 8 Wheat. Rep. 81. Pick. 18. 671. Rep. .16, Rep. Mason, Dig. p. 12 3 469. Coxe’s 53.' 169. 5 pi. Wheat. ' 4 1 49. 6 Monroe’s 59. Littel’s 277. Rep. Monroe’s Rep. 1 Marsh. 68. 88. Car.) and (North Rep. Rep. Cameron Norwood’s is in vain to Swartz, Rep. say vs. 1 Carolina Law 471. Stephens have executors, administrators, charge of guardians pro- that perty, its safe security manage- are therefore obliged give be; So have happen corpora- ment each where may are Insolvent tions Their franchises charge property. property. Harrison extra-territorially, have bankrupt assignees no. Wheat.,269. 4 Sterrv, Cranch, 5 and Ramsey, vs. 289. Dickson ' over boundaries exchange When merchants draw bills Ohio, Hudson, Delaware, or even the Connecti- states, of cut, across rivers creeks, Potomac, and Savannah, insignificant arid various contermi- confines, ideal which separate sometimes mere nous states of this the law of It is exchange. Union', foreign bills to each other for all Court, states that the aré not- judgment, a state Peters, 12 720. Even purposes. but federal n provision its requires legal constitutional withstanding protection, fulljaith rerii—. even in credit. And foreign judgments, at least as so far are tested of international questions over with jurisdiction were both pronounced ascertain that they Cranch, Persons, 294. 4 vs. thing person. Hiniely, Rose of suit in the fede- citizens, right whether allowed aliens it; corporations, ral Courts proof some preliminary withflut o 23 SUPREME COURT. 582 inhabitants, are not citizens with 5 though Cranch, suit. 61. It has "been adjudged foreign property non-residents is under state laws, attachable attachment notwithstanding prac- tice of more thán a’hundred in some of the yéars states. Toland Peters, Sprague, are' creations Corporations of states .municipal and creatures But, of- common law. a has already'been questioned, what is that law If English, adopted only here; and adapted is that what in Alabama—a state not yet years old ? twenty This is, first occasion when the probably, of corporation elements law in that state lish,. come Is ascertained. it Roman, Eng- occurred, American? instance has No before probably,, a foreign attempting by corporation' resident to deal agency o£ in Alabama. We are then at last to the brought question, whether can bank there enjoy incorporated privileges immunities denied are,- the citizens of that state.. adjudications point- Know.ler, Peters, Beattie vs. 168; and The Marietta Bank, 2 465; Ránd. argument Court in the Virginia ..the latter; as well as the Court in the judgment, argument The act Ohio former. a of the state of is likewise full to the point; of the law. cases practical recognition suits on con- sustaining in the are no creating corporations tracts these two states contradictions of case, The English cases. in Lord only pertinent Raym. and has been The case the Strange, explained. of Propagation 46.4, Society Wheeler, in 8 Wheat. was no more a question vs. than case, Marietta, suit. The that of Greystock of and The Bank of College Knowler, are coincident Beatty acknowledgments of the has that a great principle, corporation corporate power beyond to -In the the state which it owes earnest and being. sincere advo- universal, international, of that and of cacy Mr. is principle municipal Ingersoll said assurance that his cheered felt country he his client. Mr. Gruff, Earle, Vande J. one of the in error; for B. defendants stated that act Alabama, which declared the legislature statutes of the state in force as are contained in-Aikin’s Digest, that all provides statutes, laws, laws, and not included parts hi the Digest, are This act of 1827 relative repealed. repealed banking; and laws same This act subject. passed on the 1832. another act of the in 301. There is Aikin’s.Digest, legisla- ture of Alabama, which makes hills of exchange promissory notes negotiable, and declares them to facie evidence of prima consideration. Aikin’s Digest, Two One questions have these causes. been in agitated may not be to necessary their decision. question comity The may be one on embarrass. It is believed .general principles intercourse, comity their between nations is necessary to. as^ as our breath is to our how existence; but it is understood b.e to Is a limited. to be over it is applied Pennsylvania , world The whole rule that not an corporations have extra-- TERM, 1839.

[Batik is established: but the existence principles;Which territorial error, would giv<»-a in universal part plaintiffs claimed unlimited to such institutions.' privileges existence have, state is, that the laws of a particular rule general state; die territory exception within only authority ;tsi when the laws have been in a adopted the rule prevails only, correct, principle or' another state foreign, will be country. I' in to show that error, of the counsel for the duty plaintiff States Bank is a law of the United the law which Pennsylvania incorporating in the state of Alabama. been adopted abroad, for con- railroad iron may buy purpose company A to contract at home. This structing which appears railroad Jbe will, be nations. It presents sustained comity States is, different which whether question this; acts which are only Bank of abroad to do Pennsylvania go can authorized the state. of Ala- cannot out go would say disastrous corporation But at home. bama to be used in its from buy paper operations on the carry is. case a different authorizing out of business for Pennsylvania, which it was incorporated Mobile, go state. Could carry banks a'bank of state of Pennsylvania the domestic on the there, injury business of banking ?, so as allow applied has never been comity rule. to interfere the laws has ever with all of a state: its application been to cases. particular a Court does not in to comity apply If has declared that the rule of case, there is a final question particular adjustment the force of the by is settled law iri that case; the decision No have cited for of the Court. cases.which or the decisions of the plaintiffs error, show by the .the laws. extra-territorial powers corporations Courts Bank, decided in Virginia, The case 'of Marietta privileges. cor- comity- 2 Rand. shows that favour reported Rep,, does This is that there is no porations general not exist. evidence law which which out allows the existence corporations, chartered. questions All abroad of- rights corporations go Those money, borrow corporations the business for do not case before Court. apply op carry borrow enable them to transact and money at were home. incorporated of is, The state inquiry whether the United States Bank of the Alabama, could into on the .business positive Pennsylvania go carry and there terms, The would, of of banking. legislature Alabama have refused this if it been for. A judge had privilege, applied Alabama, his this, judi- should himself bound by have felt knowing cial á duties which would have apply principle applied the legislature. Alabama, Is if reasonable, to-be made large profits that, Alabama, of these should part not be to the state of profits paid has.' This on ? is just, -for carrying privilege banking thf SUPREME COURT. course been the- of legislation in all the states to receive a bonus from banking corporations, or to claim a of the portion profits their on operations charters granting of incorporation. In England corporations can exist by prescription, grants established by from the king, legislative enactment. Could a foreign corporation go to on business England, carry until it there, should be excluded expressly the decision of a: Court, or act of Parliament Another in this point case is to be The act of the regarded. legislature of Pennsylvania establishes the United States at Bank Philadelphia, authorizes in the branches state. The law gives it no to be powers out state. exercised of the This a sufficient of the restriction of its existence to the state of Penn- evidence sylvania. toAs that feature in Court, case before which depends pn the constitution existing laws of bank- prohibiting the Court ing,' agreed ferred to whether will be obliged decide what is. The banking case shows that part of the the bank capital a. was trans- Alabama bills of buy and the is. exchange; question bills of buying exchange banking. Discounting bills notes, and receiving money deposit, not exclusively banking. bank, at the time of Every incorpo- s ration of the State Bank Alabama, dealt bills of exchange. of the object charter of the was to bank include the discounting and purchase of bills of exchange, part operations bank. bank was to haVe every opportunity making profits Which bank possessed. It is not necessary go into of indb question of rights _ viduals purchase bills The- before the exchange. is, Court whether foreign corporations have rights. Specula- tions on the rights individuals case. To only embarrass the show in bills dealing Mr. Vande Gruff exchange banking, cited Postlethwait’s Universal Trade Com- Dictionary merce, Discount, titles 15 Johns. 390. Tomlin’s Banking. Rep. Law title Dictionary, Bank. How can the plaintiff say the purchase of bills of is not exchange banking, when the law of their existence them no other gives but those of a powers bank. áre They remitting here found (cid:127) funds of the bank to Alabama to buy bills. Can this is they say not a operation? banking the act object of incorporating' the bank to give it the advantages bills buying of exchange, composes large part profits banking operations; what precisely done case before the in the Court. The constitution of Alabama on should receive subject construction, liberal as the whole government support Alabama is derived from the banking operations banks. Mr. Chief Justice Taney the' opinion of the Court. delivered

These three cases involve the same and have been principles, TERM, 585 Augusta Earle.] before, us brought writs of error directed to the Circuit by Court and southern district of Alabama. Thé two first have' been fully argued counsel; and by the last submitted to Court the the upon arguments offered in the other are two. There some shades of dif- ference in the as stated in records, facts the different but none that can affect the decision. We proceed therefore to our express opinion on the first case which was the argued, Bank of Augusta vs. Joseph Earle, B. in this case must decide the judgment others. (cid:127) The questions. to the Court arise presented stated in upon case the Circuit Court in the words:— following “ The defendant this defends action facts, that upon following the are admitted the are by plaintiffs: plaintiffs corporation, incorporated act an of the state legislature Georgia, and have power institutions, conferred such usually upon banking sued, to purchase bills of That bill exchange, &c. on was made endorsed, for of who discounted purpose being Thomas by. M£Gran, the bank, of said agent had funds of plaintiffs his hands for bills, which .the funds were purpose purchasing derived from bills and notes discounted said Georgia by plaintiffs, and did so Mobile, payable Mobile; M£Gran, and the said aforesaid, agent on, the said purchase the city bill discount .sued aforesaid, bank, state for the benefit of said their with funds, and to remit said funds to the said plaintiffs. If thé shall Court that the facts constitute defence to say this action, defendant, will be judgment given for otherwise for interest, for of the plaintiffs, bill, damages, amount and cost; either writ of error to have party appeal Supreme facts, judgment Court statement - i, thereon.” . . this statement of facts Upon the Court gave judgment defendant; being that a bánk laws opinion incorporated by awith bills Georgia, power things among purchase could exercise that exchange, lawfully state of Alabama; and that the contract void, bill therefore ° did not bind the parties payment money. It will at once seen that the here for questions brought decision are of a very grave have they received character^ attentive A examination. multitude of corporations for various been chartered states; several have purposes large has portion of certain branches business been transacted in- and contracts through undoubtedly agency; to a cor- corporated‘companies, very great been made different amount out porations jurisdiction particular which us, In the case we in they were created. before deciding effect valid, these contracts are or not. determine whether numerous And if, as at the from its nature argued bar, a corporation, character, or if are incapable contracts; they of making inconsistent' the states in which rights sovereignty and. they made, be enforced the Courts of justice. cannot SUPREME COURT. óf

[Sank Much of has turned on the nature argument and extent of the and to the artificial powers belong called a being corporation; the rules On be measured. in error, it has that a been contended part plaintiff corporation of citizens of other states are entitled to composed the benefit that in the States provision Constitution of which declares. “ The that and immunities of citizens should citizens of each state shall to all be entitled privileges states;” in several that the Court look behind act of and see incorporation, who are the it; and, members of ration state of immunities of Alabama if in this case should that the appear corpo- Rank of consists of citizens of the Augusta altogether to the such citizens are entitled Georgia, and privileges citizens in the state of Alabama: and' as the citizens bills.of in purchase unquestionably exchange state, it is insisted that the of this members corporation.are entitled to same and cannot be of it even privilege, deprived by express in tlie provisions Bank of the to Constitution or laws the state. case The Deveaux, Cranch, 61, United States 5 vs. relied on (cid:127) support position. , true, It is to, that in the case referred Court decidéd that in a question look character of the jurisdiction they might per- sons a and corporation; if it were composing appeared was¡ citizens of another the fact set forth aver- proper ments, the name in sue in the'Courts corporation might corporate) United States. case the Court confined its deci- But in' that sion,^ to to a to express'terms, a jurisdiction; sue; and assent to the went even so with- some hesitation. evidently We fully far has ever decision; and it since been propriety in recognised this Court. But the has authority never principle been never been any extended farther than it was in that case; carried extend contracts made a supposed by corporation; held, \yere in another If it to embrace especially con- sovereignty. tracts, and that the a were members of to be corporation regarded name, individuals on business in their carrying corporate therefore entitled to the contract, of citizens in matters of privileges it is -clear that the Same very must at time take them-. selyes the citizens, and be liabilities bound their contracts in like manner. The result of this would be to make a mere corporation would business, in which each stockholder be partnership liable poration; might happen extent the debts of whole' of his the cor- property them, might and he state in any sued which he found. clause referred Constitution to privileges intended never citizens of each state certainly give the. states, at the same .time to citizens the several exempt them from the which of such privi- liabilities the exercise leges would individuals who were citizens of the state. bring upon This would be to give citizens of other states far higher greater than privileges the state itself. the citizens of enjoyed by Besides, it would over of all control extent deprive every TERM, 1839. state; in the to be and cor- granted to franchises proper corporate on one, carry operations be chartered in would porations sound such a give corporation another. principle is impossible upon Whenever the article in construction to question. of the artifi-' contract, entity; of the legal makes a it is contract of the indi- cial vidual and not the contract charter-; created being which it can claim are rights members. only rights are its what which belong not the character, rights to it in that given to inquire and we now proceed members as of a state: citizens by Georgia,. created error, rights corporation plaintiffs and whether state; purchase could exercise in another lawfully awas valid this suit is brought bill on which of exchange contract, parties. and obligatory statute, created by The nature and character of exercise, have and the lawfully extent of the powers it'may nn Court. in this under consideration upon several occasions been Insurance the Providence In the case Amory of Head Marshall, delivering 127, Chief Justice Cranch, Company, “ body, to this opinion said, ascribing of the Court, without to which it the act in its is the mere creature corporate capacity the by annexed owes its the and disabilities existence, qualities all be sort, may correctly it common law to said to of this ancient institutions to derive it; "acthas made be what the precisely incorporating and its facul- all its ties act, exerting be from that powers capable to in that act authorizes. only the manner which its recur to ascertain then, To this we must source of its being, by a contract whether it can powers; complete and to determine such in this communications as are record.” 636, Wheat. Woodward, 4 In the College case of Dartmouth “ corpora Court. A the decided the by same principle again “ and invisible, intangible, tion,” artificial Court,- being, said the is an creature of a mere Being in law. existing only contemplation of its charter the the which law, it those possesses only properties its to very incidental or as it, creation confers either expressly, 'existence.” . . Dandridge, And States vs. in the the of the United case of Bank of cor- powers Wheat. relation where the in questions considered; action, carefully their mode of were porations the very “ of ag- powers be the said, implied But whatever may modes, which by law, common gregate by corporations created those corporations into powers are to be carried operation; ex- mode statute, by must both for depend powers itself.” statute the true construction of the ercising-them, upon ' it And It authorities. cannot be to add- to these necessary contracts, and do no that á make be assumed can safely corporation n it, except creates no acts the state either within without be also must acts charter; such as are its and those authorized by charter done, such manner by officers and in agents, not, by does' law a authorizes. And if the creating corporation, COURT. SUPREME Augusta df charter, in true construction of the words give the right made used it powers state, to exercise its the limits of contracts beyond void; in other states it would by it, The charter of Bank of authorizés in general and, terms, ; to deal bills it the exchange consequently,'gives to bills as well as purchase inland; words,, power bills in another state. The purchase to thus payable given, elothed the make contracts out corporation n state, in so far as could confer it. For it Georgia pur- .whenever it chased foreign’bill, agent present forwarded .ac- it if was honoured necessarily drawee, the contract of accept- ceptance, in another and the state; ance was made general power bills without .restriction its any place, fair and purchase authorized make such wher- import, purchases, natural bank was found most-convenient and to the institution; ever’it and also to of powers tioned profitable suitable employ agents purpose.' purchase was, therefore, the bill the exercise .of one which the its charter; bank of was sanc- pbssessed .under by.the so far as that Georgia-creating corporation, beyond authorize a could exercise its corporation powers limits of its own jurisdiction. But it has urged.in argument, notwithstanding bpen charter, thus conferred the terms of the powers from the corporation,-, nature of its have very can no to contract being, authority out of limits of the state that the can a state ; laws.of extra-territorial creature limits in and that operation; mere . corporation as. state, of which law of the it can have no existence beyond the. that law- and that it. must operates; necessarily Af incapable contract making in another place; It is true very that a can have no out existence legal of the boundaries of the it sovereignty created. exists contemplation law; force where that law ceases to cbporation and is no operate, longer obligatory, can have no existence. It must in the place dwell creation, and cannot migrate sovereignty. although B.Ut another must live and have its'being does only, yet follow that means its existence will not be recognised there its other objection artificial and residence places; one state creates no insuperable to its power of It is in another. indeed contracting mere cer-, invisible being, it is a intangible; yet person, and tain purposes and has contemplation been recognised as Court; such this- It by decisions was so the case Beaston held in The States vs. 11 Amedy, Wheat. and in The Farmer’s Bank Delaware, Now, natural Peters, ¿re the' through persons agents, continually making intervention contracts are has countries in reside.; which do where they, and they is not.personally present when -the contract and made; nobody ever doubted the of these And what validity agreements. greater can objection there to artificial person-; capacity TERM, 1839. its agents, maké contract' by of its scope within limited in a reside; in which it does not powers, contracts sovereignty provided such be made them the permitted laws of by are place must no corporation show, . doubt law itsof creation contracts, it authority make such gave as in the case through agents. 'Yet, it of natural is not that it person, necessary should exist in the in which the actually contract is sovereignty made. is its its existence sufficient an artificial in the person, as.' state of creation, and acknowledged recognised by law of-the na- tion laws where takes that it is dealing place; permitted place -to there the exercise powers which it en- dowed.' Every power, however, of the of which we description speak are which a ing, validity upon state, it)?. exercises in another depends for corporation of, the laws sovereignty exefcised; .is fii can make no valid contract without sanction, their or express implied. us to the And brings question which- has so been. and elaborately discussed; whether, by nati Comity of ns states, bétween these of one state corporations are'permitted , to iriake contracts in It is enumérate here the another. needless which, instances in countries, civilized general praétice the will, the laws of executed one, nations, comity recognised tpe another, where the of individuals are concerned. cases contracts in a made familiar country exam ples.; Courts of justice- have always expounded arid executed them, according laws plañe to.the theyuvere made; that, provided was not to the laws law; repugnant or'policy tif their own country. The thus extended ho comity im other nations peachment of It is the sovereignty act of ifetion voluntary . ,w;hen. which it is offered.; and is'inadmissible its contrary to policy," interests; or to its prejudicial so contributes Büt pro largely between mote justice individuals, and to producé friendly intercourse between the sovereigntiés to which belong; that Courts of jus-' jbave jaw- ticé of nations. it, continually actpd A part voluntary Uppn as. It is truly said, Story’s Laws, 37, Conflict of that “In the silence of any positive rule, affirming, -rrestraining or denying] operation foreign laws, Courts of 'me the justice pres’ tacit adoption .ofthem by-their own unless government; repug nant to to its .interests. It is policy, prejudicial riot the comity the Courts, -of but the administered, nation which cornity ascertained in the the same guided same.way, reasoning by. which all law are other'principles ascertained pf-municipal " guided.” Adopting, do, we stated, here we to inquire principle proceed whether, by the nations, comity .aré foreign corporations permit- ted o make contracts within ahd we can jurisdiction;- per*, ceive no them, .sufficient reason for when are. excluding they" contrary the known policy injurious its. mte-

Vol/XJU. — 3D COURT. SUPREME 590 vs. Earle.] Augusta [Bank existence more than the admission of an Ibis nothing rests. state, arid clothed created the law of another artificial person certain contracts. It usual of making comity the power the law of another state. In from which England, of recognising received our doubt general of,jurisprudence, we have principles of a foreign corpora- to have been appears entertained Henriquez sue in its since the case Courts; tion to Dutch decided in Raymond, India L. Company, West And notice, is matter of which this Court are bound cor- history, in the in this have country, open practice created been porations, contracts in of various past, making England for many years have never seen a amounts; and to and we doubt kinds, very large contracts, of those validity by any there of suggested any jurist. to imagine It is .that Court in-the impossible any United contract, refuse to execute á which an would American States had borrowed if the contracts of corporation corporations money England ;'yet out of the were created, made state which are even contracts of could bé enforced. void, description however, been that the rules has, between supposed comity this’Union; do not nations states'of foreign apply another no other to one than those rights given extend Constitution of that the Courts States; are not at in-the absence general government liberty presume, on the a state has subject, of all legislation adopted comity states, nations towards the as a of its jurisprudence; part rights that it but those which are secured acknowledges any by the of the United States. think Constitution The The Court otherwise. intimate union of these the’ states, as members of same great and vital interests which bind political family; deep them so us, should lead absence of closely together; proof con- a greater trary, presume degree comity, friendship, and one another, kindness towards sume occasionally happen) restriebthe than we should be authorized pre- between nations. when without (as And doubt must the interest or requires policy'of any toit rule, it has but to will, declare its and the legal presump- at an end. But done, tion is at once until this is what grounds this Court refuse administer the law could of international comity states ? They between these sovereign states; and history and the which are events furnish past, daily occurring, evidence that they have towards each other .strongest adopted (cid:127) laws of in their fullest extent. comity Money bor- frequently in one created in by corporation rowed another. The nume- rous banks established different states are constant habit with one contracting’ dealing another. Agencies corpo- of rations in the business engaged of insurance and of banking have states, in other and. suffered make contracts with- been.established on-the part objection These usages out state authorities. and trade have of commerce been so general and public, so practised period time, acqui- ancfso generally long-a TERM, 1839. states, that the Court cannot overlook esced in them when a us is Ideethe one under consideration. The question of the state show their assent before silence authorities, while these events are before passing them, to the laws of which ordinary comity a permit in But to make contracts another state. we are not corporation left n to infer, general trade, it .from the and the usages silent merely of the states. from the cases cited acquiescence argument, in appears is' which it to in unnecessary this recapitulate opinion; it Courts, has been in the state .that decided believe many we ad arisen, of-them where has that a. of one state sue in the Courts of ma'y sue, another. If it may why itmay a ? The to right- make' contract sue one of the powers which' - it derives charter. If the from its Courts of another country take its notice tain so to existence a far as allow it to corporation, main- suit, a it exercise should not why its permit power; existence be mitted to other and the recognised purposes, corporation per- another which is exercise it same power given by the law-and the ..the last mentioned sovereignty s.ame —where does not come with the interest of the in conflict or state policy There is the nature and of a character certainly nothing corpora-- tion distinction; which such a and which could lead should justly suit, extend to the and refuse to-it the comity of contract. comity If it is sue, allowed to it would of course be'permitted compro- mise, if it him ;"to time-; debtor thought give proper, accept satisfaction; release; him something else in and to give employ These are all itself to' conduct its suit. matters attorney for contract, so -with connected the' yet intimately sue, that the if latter could be exercised effectually former were denied. /We turn in the next place states. legislation So far of them have acted on any subject, evident that / -theyhave contract, as well regarded comity, as the comity be suit, to state, unless part law restrictéd by Thus statute. a law was state of passed by Pennsylvania, 10, March 1810, which foreigners and prohibited foreign corpora/ tions from contracts of insurance making against fire, and other losses mentioned in the In New York, also, passed, 18, 1814, March foreigners prohibited foreign corpora tions from in that stare insurances- making against fire;' and by law., 21, another 1S18, passed April corporations by chartered other' states prohibited ófficeof keeping any for the deposit pur pose of notes, oñ discounting carrying kind promissory business banks are authorized incorporated law to carry on. The prohibition of certain contracts by specified corporations in these laws, an admission that necessary implication contracts be -may made corporations Pennsylvania, New .Yórk; arid that-no legislative permission necessary give them validity. And of these language acts .‘prohibitory most COURT SUPREME vs. Barle.] contracts forbidden by might lawfully .them indicates .the clearly these laws passed. made before .have were right. By still farther in recognising has gone Maryland manner in which that- 1834, prescribed law passed “ .shall transact or state, which chartered riot corporations shall .have in its. in the business” sued transacted law assumes in the state. The made contracts Courts valid, were manner, and.provides that' such contracts clearest them. by which to enforce remedy legislation where the states also, .and Congress, In we shall find proof states are all represented, of the several people States, the law in the United understanding of the general chartered one were states, the corporations comity among the act- in the others. By to make contracts Congress permitted Laws, regulating deposites June'23, Story’s 2445,) (4 was authorized to Secretary money, Treasury public banks, with some bank or to establish'an.agency make arrangements there, none bank, where was no territories stateá and as a to receive and -disburse depository, could the. Now if the public employed n directed to there deposited. which be be money might public one that a created be' proposition true contracts made another, state cannot make valid contract in the the state where bank, in of out of behalf agency the through chartered, void, as the the contracts with the itself was all be both respected bank would dealt the individuals who and government now con- with Hów could such an the agency, upon principles it. was esta- have of the duties which for, for any tended performed blished We be to .the further. argument- But caiínot pecessary pursue comity the law of settled, among-fiations, think it well corporation that by is. to make con- created one sovereignty permitted another, Courts; and that in and to sue in its the tracts same law. of this Union. the several sovereignties -comity prevails among of The' trade.; of known, usages public long well continued legislation states; general acquiescence particular the some -all concur them, as-well as in Congress; the legislation truth of this proving, proposition. this, But said that already comity presumed we. from indi- sufficiently a state state. acquiescence silent cates that contracts which Whenever from its validity comity derive their its interests; to its or are repugnant policy, injurious considered in be favour of its can no made. presumption longer, adoption it remains to in the consti- inquire, thing whether there And tution'or laws Alabama, justi- from which- this -Court would be fied in was con- concluding question' in purchase bill to its trary policy. constitution following provisions of-Alab&ma The contains banks relation to “ One bank established, be with -number of 1839.. TERM, branches as General from time to time deem Assembly may shall be expedient, established, no branch bank ndf provided bank renewed, charter state, under of this without the authority concurrence of two-thirds of both houses of the General Assembly; also that than one or branch provided more bank bank shall be established, nor bank charter but 'in renewed, conformity following rules: “ l. At least shall be stock reserved two-fifths of for capital the state. “ bank, A in the direction shall be proportion power, 2. at reserved to the to its stock least therein. equal proportion - “ -The individual stockholders be state-and shall liable respect- 3. ively for debts of the their stock bank, hólden proportion the. therein. J “ shall remedy debts collecting reciprocal, the bank. against “ 5. No bank shall commence until half of the operations capital stock silver; subscribed for be paid gold actually which amount shall, in one hundred case, be less than thousand ’ n dollars.” Now from these it is constitution, in the evidently provisions policy Alabama to legislature'in relation restrict to bank charters, large and to secure to the state a of.the portion profits and, revenue; also banking, order provide public make safe the debts the banks. should contracted too bank, in her meaning tution, in.which that state used the word consti All of sufficientlyplain subsequent'legislation. banks chartered it, are deposits authorized of'money, issue their receive to discount notes, bills of purchase exchange, , own notes payable demand to bearer. These are usual powers conferred on the banking corporations different states of the Union; and when we are business dealing banking in Alabama, w.e must to it the attach undoubtedly meaning it is used in the state. so Upon constitution laws much policy Alabama, therefore, in relation banks is dis=< n closed its by constitution, and the meaning upon that-state to attaches the word bank,, we can have no reasonable doubt. But before this the undertake to say discount of Court-can the bill- inquiries in question-was illegal, many-other must made, be ’ other many difficulties must be Was it' policy of solved.- Ala bama to exclude all with its competition own banks by corpora-* tions of other states? the state.intend, Did these provisions*in its constitution, and these to its banks, to charters inhibit the circu lation of the notes of other banks,, the discount notes, of the loan of money, of bills purchase of Or did it exchange? to désigri go further, still and forbid the banking corporations of other states from a contract making it, of kind its any territory? Did .within mean to own prohibit its banks mutual from.keeping accounts with banks states, of other and' from into entering any contract 23 r> COURT. SUPREME- of os. JSárle.] mean to

them, give or Or she ‘her banks express did implied? of the limits of state with foreign contracting the power within She it it to individual citizens believe deny may corporations, to of competition be interest of citizens to' other permit her notes, in the of bills banks circulation of the. purchase,and. sale she loan Or it to be of and in the exchange, may of think money. banks; her of the notes of interest :tne other prevent circulation be' money and to them there- prohibit sending employed from of the scription. other de any of contracts purchase exchange; making The state these any points. has not made known its of policy upon it, Court,-with, before, And how can no other this lights the undertake line .Alabama put by mark a definite and distinct policy which in relation this adqpted .question complex intricate true the state is political It.is stock economy? principal seven; her five holder in them She has own banks. created and’ stock; state owns the-whole two-fifths. -and.in interested others sjceessful This operation that the state proves deeply and it her to sh out all in banks, her it may policy however, terference with them. In view the she subject, another believe it to be her extend the liberality policy utmost states;-in banks that would produce expectation .other in which she in other states -banks corresponding comity towards is so much interested. it- is a Of chiefly In. respect revenue, Court, can this no other How With policy. fiscal aid than the in her general asserted her principles constitution, banks, investments in the stocks of her own undértaké- carry .to out. details, in all policy the state upon-such subject extends, decide how far it and what qualifications and.limitations it ? These be determined imposed questions must itself, and not Courts of Sates. by.the Every the'-Unite'd would witholit doubt to- its own line sovereignty designate choose as a and-would never consent to to be policy;- problem leave States, out worked principles, the-Courts of. United from a few general very -which be misunderstood or might naturally misap the Court. It would to a state for this hardly respectful- "-.plied Court'-tq decision, forestall its and to in advance of her say, legisla Such policy interest demands. a course would tion, what-her than interpretation. legislation judicial more savour the constitution and charters to other we If bank proceed state, nothing we find should lead of legislation acts to a .us an act of By Assembly conclusion. contrary passed was declared unlawful for 12th, 182-7,-it body any*person, January association, issue aoy'note br circulation corporate, company, -the authority j^and note, without fine as a bank im- statute. this act offending against anyone ..Now posed upon in- banksj her own TERM,

JANUARY' 595 Augusta vs. [Bank we with her And if banking corporations. interfere might own from our of Alabama policy form opinion- pro»- were to (cid:127)visions of this law, we should be bound that' say législature. it to be not policy p'otect deemed interest .in or in purchase exchange, own banks competition of notes this law thing pealed by issuing was re- 'But circulation. acts passed repealing subsequent- not then Assembly comprised digest prepared adopted "by The law of 1837 above' mentioned not legislature. con- the. in this and was It digest, consequently repealed. tained at the in the that it bar, said by was omitted argument, from digest mistake, and was not intended to be But this Court repealed. cannot act such an We must upon judicially assumption. their take la-wsand such we nr find them their statutes. policy t&be And the. inference that we laws, is, can draw these two that after .from under having-prohibited penalty any competition their.banks circulation, issue of they changed in all its banking the right at common clear very ramifications, citizens; and exercised might to individual belonged of this' the correctness principle And at pleasure. them by of The State vs. Stebbins. Undoubtedly, case questioned not restrain this but right: authority regulate and sovereign may more than a to be nothing of Alabama purports thé constitution to relation legislature, banking restriction upon intended as a not to have been and does appear corporations; - of the subject individuals. That part restriction rights .upon for the action of the left, done, have been is usually to appears circumstances; and the pro- be modified to according to legislature, sedition on the con- founded provisions was'not against Stebbins above constitution, under the law 1337 tained in mentioned, fied that the was We are satis- fully of bank notes. issuing prohibiting to interfere with state never intended purchasing its constitution and that the exchange; bills of selling right n opinion to transactions of that the Court does not refer description, as a franchise. banking when speaks deny of Alabama' to policy The recurs—r-Does. then between nations? other states the ordinary comity corporations those to make contracts which such corporation or from their permit does matter, with its are consistent subject policy, nature such contracts cor to ? In making allowed individuals But franchise. it must-do exercises its corporate doubt nq pqratioii is a its existence as a it acts franchise. corporation, this whenever itself, in 2 Stewart’s in the Court Alabama has been held Now it of another state 147, that the Alabama Reports, on the ground the decision' is directly Courts; put sue in its n acquiesced The state therefore has merely comity. national n silence,but her judicial declared the adoption tribunals have We have in the case of a suit. comity already law of international comity with it the of contract; of suit the-comity brings shown Courts, the other must one is expressly adopted by and where the tq of nations, unless the according usages also be presumed .con be shown. trary can Wend. 276, 2 and from cannot cases cited from Rand. us. The the case before decisions of these the decision in influence legislation of their upon respective Courts were founded .two to-enable their tribu sufficiently explicit judicial was states, which line But on their because policy. judgment nals to pronounce of. in relation policy banking two corporations vails in all of have adopted particular states we infer that the states, cannot same rule pre of other the other states. it And will be remembered, must decide for Each state itself.. here the state of which appears complain that it is Alabama Neither the nor .of its of its policy. of an infraction con- in this authorities, controversy. objec- interfered have stituted contracts; and who were those tion is persons parties taken TERM,-1839. transactions, who now participated alleged laws the been in of the state. violation It is but to all concerned to parties that these justice suppose faith, contracts were made in and that no good was enter- suspicion tained either of them that these could not be en- engagements n forced. the other. on them Money one received paid party, - when we see And men with one dealing another openly in this manner, amount,, contracts to a we can in making large doubt as to what was the received hardly bama at that such contracts. Ala- generally opinion time, relation make plaintiffs now of her Every thing urged proof policy, \Vas and well when were known these bills equally public negotiated. when.a Court is thus And called on declare contracts made void conflict with the ground policy state; that they the line of that should be and distinct to policy very justify dear Court in indefinite than that now insisted on as rests more defence. can be sustaining ,ig vagué Nortfi the Alabama. policy on as to her altogether speculative reasoning interests; supposed and is not of tlie state There no law supported by any positive legislation. to define-the rights which attempts corpo- rations. We, however, do not that there are not mean say many’sub which the of the several states is jects.-upon policy abundantly evident, from the the nature of general scope institutions, of their do legislation; and which not aid of a positive heedíhe law to special the decisions of the Courts. When'the guide policy aof state is thus manifest, the Courts of the United States would be1 bound to notice it as a of laws; of its code and to declare all part contracts in the state it, to bé ánd void. do illegal Nor repugnant _ we mean to whether there not be some the say rights under Constitution of the United States, claim might under circumstances, in a state other in which it peculiar than'that was chartered. The as-the judgment'of well the reasoning, eon- think,the Court, us; to the matter and we before applied by tracts in question, valid, were and -that relied?on defence the fhe defendants cannot be sustained. ’ The judgment of the Circuit these must cases, 'Court in therefore be reversed with costs. Mr. delivered an to the assenting Justice Bakdwin opinion judg- Court, ment which were stated at principles large This was not delivered opinion. opinibn reporter. M'Kinley dissenting Mr. Justice delivered an opinion, of the Court. judgment Court majority I dissent so of the from much of the opinion which validity a rule by as decides that the law nations furnishes 'so and from much given cases; in these contracts can.be SUPREME COURT. contracts, which were the suits, decides of the were subjects of the laws against policy Alabama. of. first time since the (cid:127)This of the Constitution adoption of the has, States, federal any United directly indirectly, im- power states and it Union; national of the puted time that been contracts, the it is has such validity given which, first otherwise have acknowledged, void, would been appli- law of This necessary cation nations. principle principle .of has been administered the Court as adopted part the-.mu- law of state of no such although principle has nicipal been that state. the law admitted whether adopted And states, still notwithstanding Consti- prevail? among nations or the States; of the.United to administer it right authority tution in these cases distinctly are that instrument; derived from questions whether decided Court. But or the at- majority source I other, to be derived from one deny the tempted anywhere, purpose. existence of it for any laws of nations Because municipal operate beyond .the cannot and because one nado 1 has -their territorial no respective limits4 certain rules in the law another; founded legislate have, and'the immutable for the justice promo- nature tion of principles intercourse, been harmony adopted commercial exists for such a nations. But no consent civilized necessity several In their character of states states. among governed by by It has written constitutions laws. been municipal decided counsel, Court, the majority admitted that without, the statutes the states authority chartering whatever to banks, bill they,would power purchase these where If even in the state are established. .they exchange, of requires Pennsylvania, exertion of the legislative States Banlcto a bill of enable the ex- instance, purchase it not the same state; require legislative should why in that change the same act in ? It to enable it to do Alabama authority jn to to the bank granted pur- argument, power contended chase bill Philadelphia, Pennsylvania, payable of at exchange would be unless existed at.Mobile, Alabama, also nugatory, power n ends of the line of exchange. contracts at both to make well be exercised may very having to' deal exchange authority command buy of To sell exchange end the line only. of one of exer- dealing at the bank is exchange, bill and. same as as bank; but perhaps- conveniently to the if cised with profit “ well as at the bank. contracts Alabama it could make authority to of command but one end But if it has obtained no has to it cannot exchange, certainly complain line of other of when that within the other; jurisdiction an- control even or consent -not asked whose has state, authority for. is the subject controversy bill between of exchange Earle, and that which is subject Augusta Bank of Primrose, Bank and States between controversy the. TERM, 1839. Earte.] Mobile, and at New both at made payable drawn York. were state, of the banks had Neither from make a authority con- here, either line of tract established. exchange Here, at end claim, exercised, and have then, they rights and privileges. natural of their charters; claim the persons, independent nations, contracts comity original make right, by every- their, where, charters, because have a they make like right, by “ they created, contracts in the states where were and have a local n habitation and a name.’? It is difficult to conceive of the exercise of national comity, by Whatever national having the old power. power national state's possessed Constitution previous adoption thirteen of the United States, ^conferred, instrument, they upon federal to remove all doubt government. And upon’the question* whether the thus conferred was exclusive' or power concurrent, the states are, the tenth section of the first article of Constitution, the. expressly prohibited alliance, into or entering con- any-treaty, n ; federation and, without the consent from entering Congress, of. into any ágreement.or or state, another compact with.a foreign power. these By provisions, have, the' states their own volun- act, and for wise tary themselves of all purposes, deprived national and of all the power, means of international' communication ; and cannot even enter into or with a sister compact state, agreement n for any purposte-whatever, without' the consent Congress. The comity nations defined in his Conflict by Judge Story, of Laws, to be the obligations laws of one- nation in the territories of another, derived, altogether from the consent of voluntary the latter. in the absence of rule, or any positive or affirming, denying, And restraining operation laws, Courts of justice.présume the tacit adoption of them by their own unless government, they repugnant or policy to its prejudicial mterests. Conflict Of ' Laws, 37. Now, I ask what is the again, law for such rule of necessity ? this Have not the states full power what laws adopt reject of their sister states they ? please And should the Courts inter- why. fere in this caste,when the states have full to legislate for themselves, and to adopt such laws their sister states as reject think ? If proper Alabama laws, had these no diffi- adopted could have arisen- in culty between these This deciding parties. not then have would been under the necessity resorting doubtful rule presumption for decision. But when guide-its the Court have determined that have the power to presume that Alabama has adopted the laws the states these chartering banks, other difficultquestions arise. How of the charter of much * .each bank is á dis- adopted legislative This cretion, which, if submitted to would be legislature n decided reasons convenience. And the policy, public question power, such a under the Constitution of pass Alabama, would have to be These are considered and decided. . COURT. SUPREME tribunal to for determine. As very the questions inconvenient judicial Court have ndt stated whether expressly of'the Ala- majority the banks, bama the whole‘charters of or what has adopted parts is now no what law certainty there the of Ala- adopted, * bama charters. is on the of these subject But not all difficulties that arise in the these are exercise of this questions power Many very pre- judiciary. naturally sent of this first investigation is, subject, themselves in (cid:127) does, To Has this power belong Secondly, what government ? or has it been reserved to conferred States the states' the Constitution ? If it be tenth amendment of determined that States, in what the United of the power belongs provision .to be how is it to be is it to ? And exercised ? By found Constitution foy the that ral ing counsel the banks The contended, judiciary, by Congress? commerce regulate the seve- among Congress power pass any states, power Alabama restrain- deprives and, exchange; the whole of bill of consequence, sale purchase a. Court, belongs Congress. opinion power this doctrine, terms. But recognise does not if majority, is not exercised, derived from which the Court power provi- .the it does not exist. Constitution, sión of my opinion the- broad exercise extent power .If shall Congress .ever commerce, states over and contracts for, contended narrow' very be reduced limits. commerce;.will relating to bills of banks, endorsing making exchange creation of. on bills of all re- exchange, and late, ther merce notes,'and damages promissory the several less, among Whe- the commerce more states. thesi) to regulating amounts the com- the exercise powers states, is a question determina- niy several among of the Court have decided that majority tion this occasion. The on to these contracts. validity comity gives Rations this doctrine is now esta- And are the reasons upon what We are say: obliged the counsel the banks Why, blished? to make these contracts these authority banks had concede that states laws of. virtue of the .the creating the- state (cid:127) unless, Therefore, them, extend laws of Alabama. byor will nations; must lose comity them the to money benefit will be hereafter deprived all the now in controversy,-¡they of their bank- of a branch business profitable the benefit very result to the commerce will ers,,and inconvenience public great this, corporations there And besides country. maiiy created for the on purpose carrying which were various north, manufactures, and that of cotton Those particularly branches will be to send their of. cotton unable in the manufacture engaged articles, and their manufactured purchase to the south to sell agents cotton business: and debts cre- already their carry lose - which the argument, upon ated. benefit of this doctrine is the whole amount of the This banks carinot is claimed. Because make ; means authorized 'charters money places-, TERM, Augusta Earle.] lose contracts because' because the commerce of the made in unauthorized places; be to country may subjected tempo- inconvenience; because in the north, and rary corporations creatéd cannot, manufácturihg for purposes only, by.the authority of their iii this' charters, engage" also; doctrine, has not commerce code, our civil is to heretofore found be place established'. Not- it conceded' that the states hold withstanding, power ample" legislative over same it is deemed this subject, occa- necessary, this, sion, to doctrine settle tribunal.'' The supreme majority the Court in the'ir having, conceded Alabama opinion, that might contracts, banks make to make ad- prohibit to. thereby laws could mitted, make laws to she. such con- implication, permit I it think would have been to have left thé tracts.' there, proper power or-not, Alabama, to be exercised in her sovereign discretion, for her interest or best her judge comity. might majority the Court decided otherwise. thought And here arises the ra- dical and essential difference between them and me. in the They power maintain government, federal and in-tibe do it, to judicial department my judgment belongs, state to be exclusively, legislative governments; exercised and not the judicial thereof. A difference departments so radical and -important, out fundamental growing land, 'the omme the imposed unpleasant necessity maintain handed, ing, single my of all opinion, against opinion the other Court. of the However the conflict, members unequal, duty impels and, it I me alone firmly; although here,-I maintain stand' good sustained, fortune be to the whole extent my opinion,, able very opinion Court of Appeals Virginia, case of the others, the 465. Marietta Bank vs. and laws on.this 2 Pendell Ran. Rep. If have the power Congress it is pass subject, an exclusive and the states nc powerj would-then have power to contracts of kind within'their prohibit any jurisdictions. If the gp pf vernment the United States 'have to restrain the -power states, commerce, under the the' material; on the same power regulate exerted by whether or legislative, judicial government is not department all, it being state paralyses paramount power And me the consideration subject. brings on which I dissent. ground second banks, the counsel It was. the re- contended for straints constitution of relation imposed by to bank- were ing, designed upon legislature state, of. operate the citizens To of that state. any comprehend' .other instrument, the whole of that it' will be scope intention necessa- used, what was within from the ry language ascertain con- The provision of the convention. in the templation design is this: “.One on the bank subject banking constitution may, with such number the General established, of branches As- be. sembly time, time to deem expedient; may, provided, thaf riO rehewed, branch bank nor established, shall bank charter finder .be (cid:127)Von. XIII.—3 E SUPREME COURT.

[Bank' state, authority without the both of. concurrence of two-thirds of the General house's of Assembly; also, provided, bank, one branch shall be established, moré than nor nor bank bank at one renewed, session of General any charter Assembly, nor bank or branch" bank be established, shall newed, charter bank re- with the conformity following but in rales : least two-fiths of stock shall be capital 1. At reserved for the. state. shall, in the direction of the 2. A- bank proportion least to its equal proportion at stock reserved therein.' individual The'state, stockholders, liable, and the shall be re- (cid:127)3. bank, debts the- for to their proportion stock spectively, therein. holden debts -shall be collecting remedy reciprocal the bank. against - until shall commence half of the operations- No bank capital 5. in or silver, shall be actually paid- gold subscribed for stock amount less one in no case be than hundred thousand shall dollars.” down, rules laid other unimportant they are a few are There present inquiry'.' inquiry naturally suggests not material the.mind, Why Alabama introduce into her did constitution to itself these rules ? If had not been they unusual and deemed very specific not have been found there. Can importance, great of would. to therefore, organized system, that regularly say, one any all banks were conform, Alabama to did not the state of esta- within her or authorities state, the .other a clear legislature, and blish'for of ? It has on the been con- subject banking policy unequivocal the and the provisions of of opinion majority the the argument, ceded constitjitional dp restrict and limit the that these Court, the the state. Then legislature of cannot of the'legislature power with rules but in the conformity bank in 'here a establish laid down. longing five banks; seven of them have established be- They the state, of of to and two-fifths the the exclusively stock reserved direction, the power a to two, proportionate o'ther the to deal in-exchange. of.these banks authorized state. Each and whether the here, to ex stop subject inquire is proper the into the of a policy legislation to enter is proper change state; it and customary legitimate is a part whether .banking. subject the authorities on the All of- business show See banking. it is business of Postle times part in modern Bank; Tomlin’s Dictionary, title Law Commercial Diction thwaite’s title Vatt. Bank; Rees’ 105. This last Bank; Cyclopædia, title ary, is the of the showing sovereign after duty quoted, author subjects money for sufficiency to furnish nation his adulteration, to commerce, to it from punish preserve purposes “There it, to another proceeds say] those who counterfeit cus: commerce, no less “useto modern, and of than esta tom more business, namely, or the money, of the exchange, blishment whom merchant immense sums means remits bankers; by TERM, 1839. world to the other little with very and, end of if he expense, one pleases, that, For the without same reasons danger. sovereigns commerce, to to obliged protect obliged protect laws, which or every custom citizen by good foreigner, merchant1 From these authorities security.” appears find exchange or at so modern least banking, connected with intimately is a part banks have to deal authority all modern And it also it that it.. is as of a state to duty that it provide exchange, appears as for much or,a for its circulating medium, subjects citizens. money of Alabama herself, the state to reserved her funda- When least two-fifths of the law, at capital mental control of all banks state, and, laws, her has to be created actually appropriated the whole of capital, to herself out of same management, five profits of banks, and two-fifths of two; seven the other she had not the to deal right appropriate right, banking exchange, same extent ? While herself, to the her performing under' the duty, constitution, by providing was medium for circulating citizens, she in relation her'duty unmindful exchange, that is for. she not Has provided .also increased provided security by making the merchant liable for the safety every payment herself- sold her, bill of five banks exchange belonging ' of all sold two other ? And she for two-fifths provided bills also all the profits derived from thus dealing in shall exchange go into public.treasury, for common of the state ? has she people benefit And not, by profits banking, including from her arising profits exchange, whole the government, enabled pay expenses and thereby all direct or taxation? See to abolish Aikin’s Digest, the intention of It was not legislature,by conferring and sell bills these banks to purchase exchange, deprive the citizens of do nmlated other natural person, But it was same the intention to thing. exclude all accu-. the not bank which did to capital belong the in whole constitution, to or the according in in part, dealing exchange j and effect and this is the inevitable of those legal laws. Let us test It is the Court, admitted of majority the in principle. their as that these constitutional were provisions intended opinion, state; the of legislature intended, the so restraint If the upon legis- no law to contrary can the pass spirit lature intention of the or to the constitution; intention the contrary spirit- of charters in its banks, of the created of Now pursuance provisions. were the suit, the banks which are chartering laws parties contrary n intention the constitution of the and laws Alabama ? spirit, question. the That is precise banks, in mind that these were he borne nothing must but in Alabama; character, the contracts and in that made that banks , have considered in the and that only, of the opinion Were those of the Court. banks chartered majority legis-' the Alabama, two-thirds Was, both houses at lature least, ? concurring stock, of the capital twó-fifths of the these management COURT. SUPREME the state Did profits arising reserved to ? the from the'pur- banks chase of treasury these bills of of Alabama ? go exchánge into'. must in be Then these questions negative. All these answered Alabama, ? and cannot contract there are not constitutional banks in causes, these The Cohrt have'decided majority pre- upon Louisiana,. that the laws of Georgia, Alabama had adopted sumption and And this these banks. Pennsylvania chartering presumption its laws the fact upon nothing rests there support .the laws to resist this I of the Alabama policy presumption. Court, that the will hot be contended of this power it 'suppose laws, these is greater that Alabama had than the adopted (cid:127)presume the laws herself. these Alabama power banks,had adopt Suppose a direct Alabama legislature of application made them to deal bills of a law to authorize to pass exchange such a law state, the constitution legislature violating could without passed of the state ? bank in An not creature Alabama mere incorporated pf it, as states; law banks are in other it is the creating but law; creature of a if charter is not fundamental peculiar It-, fundamental’law,'it. to the is void. conformity provisions banks, that the these plaintiffs must qre recollected suits, when themselves the legislature, asking per- they present there, are demand- to use their corporate privileges. mission a favour, which the right, .legislature may grant ing asking refuse, should violate no as it If it would pleases. refuse the Court If, however, exercise the responsibility. incur duty, ~ Alabama, it is that.'the positive obligation pre- power, arise, or exist. rule positive does not must A sumption out of or' arise an imperfect obligation,.by presumption cannot But to it on the foot of bare put repugnance implication. law, ,to be country adopting, presumed laws adopted, the Court any repugnance ought if -be .to presume there Laws, Conflict of The charter bank .Story’s every adoption. must, at conformity with the constitution of hot created in to it. The least, is, charters presumption be repugnant that-the. were there induce- all these banks reason or repugnant, being no. them conform where were created. ment make in.the states banks, the Court to the laws creating these adopt power existen, and the Alabama legislature they actually form, or to the banks mere permis-. them grant in modified adopt n siOn act, questions, different and involve present very to do specified (cid:127) If, therefore, legislature could'not powers. very adopt' different banks form, in the nor authorize least-objectionable charters thq to deal'in how can Alabama:, without the constitution of exchange, violating - that the are not controversy against said contracts laws ? what does authority .of Alabama And by of' policy of this those Alabama majority presume adopted rule is, evidence circumstances general slight laws legal be .a of law.- This case will presumption defeat mere shall rule. that exception sigual TERM, 1839. 605 vs. Earle.] Townsend, 278, Wend. the 7 Rep. Pennington case In the New Jersey, Bank, by by agents, chartered Lombard Protection York, and there discounted business New banking to do undertook the, suit, the in ^violation of the was the subject check first of which enacts that no the 1818; 1813 acts of restraining become a member of asso- any law shall unauthorized by person other transacting any notes or issuing purpose ciation business or' do transact. The act of banks may which incorporated association, for any person, shall not lawful enacts that it be 1818 or. for discounting, officeof deposit or for of keep any body corporate business, and affixes a penalty of banking kind carrying any be- laws contract recovered, Under $1000, to be &c. these “ the Court ; says, held be void was tween the. parties remedied, wit, prevent- to be the evil intended against protection state, is authority legislature without ing banking universal without state, exception; in its within application it, or by which enacted some sátae unless qualified by law. bank.” incorporating Such not the is paramount these laws which positively Is there more thing prohibits any of. authority York, legislature New without banking in state, Alabama, there, prohibiting that is in the constitution than the constitution ? all the manner by banking prescribed except in herself it be she against herself ex Can encroachments of her posed believed protect intended leave and to own legislature only, states ? Does sister the lan to the encroachments of her constitution justify in these provisions any guage employed It and'not general, comprehensive, such construction?' restrictive, constitution of (cid:127) Whatever forbidden by prohibitory. expressly the. within her jurisdic done no one can that no could do and it for her to know bank tion was sufficient her constitution. act without violating valid there banking no law contended, could be banks, counsel for unless was penal; regarded declaring policy (cid:127) This doctrine is as inflicted some violation. punishment of no such- I know exclusive novel rule it is principle. unfounded legislature. the mind and intention to reach acts were intended If the used shows language clearly particular it is done, against and the afterwards prohibited, .act , legislature Alabama of the law and void. Suppose policy conditions and were to all the restric bank, establish"a disregarding violate that it not instru tions' ment, would imposed the constitution: Louisiana, or Georgia, therefore act be void And can do in Alabama what their Pennsylvania, respective legislatures, states which these The relations her.own cannot do? legislature states, other, capacity hold towards individual under' each independence. States, perfect Constitution of United Lear, Rep. Peters’ casé Van In the Buckner Finley embraced purposes all national said, Chief “For Justice Marshall q&q citizens Constitution, the states and ^hereof the federal 3 e COURT. SUPREME vs. governed united under the- same laws. to, and sovereign authority, same the states are-necessarily foreign In all respects ' It is in this and inde- foreign and of each other.” independent this pendent relation states stand before Court in that these four Alabama, these cases. with a view to this The condition taken .of relation,' nation, cannot that of an in like be worse than independent we What be will see from authority. circumstances. that would “ Nations in and of each other free being- independent same manner general men are free and independent, second naturally to nation be left ought is-that each in society -the peaceable it has derived of that from nature. enjoyment liberty The natural subsist, rights if the society’of cannot nations (cid:127)each has received None would respected. from- nature off all renounce its it would father willingly, break com liberty: merce with those that to violate From should it. attempt .this to liberty nation and-independence every judge of follows -what do, it's demands, conscience what can orcannot what or be is.proper done; examine improper consequently .and and determine whether it can officefor another any without perform being nation has the cases, then, in In all wanting what it owes itself. where a requires, what its liberty duty of judging another cannot it to' act such a For the oblige such or manner. attempt ing this "be would to-the of nations. A doing liberty an injury right jo offer constraint can to a free- invested us person such cases is bound some-particular person to-perform .where.that (cid:127) us,' or does thing from a reason that -on depend his particular judgment; or, word, in.a where we have a complete authority over him.” Vatt. 53, 54. Now these apply Alabama,- principles reasonable Just her relation aof foreign reposing independent upon the rights to- reserved her amehdrnent'pf tenth Constitution States-; then that can show her power compel to pass penal laws those guard protect perfect, ascertained, constitutional from the invasion rights bank created illegal any other shown, state. If at all, exists it can power and' the' authority it acts. authórity But not even a reasonable pretence conclusion, or been shown. must be, therefore as an independent state; under, owing duty, nor either of being' any obligation states", whose corporations she was was the sole invaded; exclusive consequently judge what was done; to be proper. improper had right- determine examine whether she - (cid:127) 'pould'gxañt favour to eí-thérof those states without her- injury self; unless there indeed be a Court, controlling power de- rived some provision of the Constitution the- United States. As none such has been set or relied up, in -of opinion majo'rity-'of the Court; for the present Í have a to conclude none such exists? And without considering any of minor points discussed argument, in. noticed the opinion, I'dismiss the- subject. notes circulated' as had contended, that state: and money it is thát if they a Alabama, discounted it promissory would not note itself have been render the banking operation would transaction there if were law in illegal, bank ness. violating Alabama absolutely prohibiting any the bank the state from on the carrying banking busi- An individual a note mi'ghri state.. discount the. without and so error. might plaintiffs ..It is'admitted that under a n charter given by state of Georgia, the such could not pjaintiffs establish in the state bank of Alabama. No is claimed plaintiffs; But it is contended becoming lawfully possessed funds in Alabama, the state of com- sense,.common .mon justice, common law that the require plain- tiffs should have the ordinary moans of those funds withdrawing the state of from Alabama. The of a purchase bill of exchange among the means ordinary transmitting funds from one place . another.. The act Again. /complained of is the of bills of ex- purchase Now change. dealing in the purchase and sale of bills of exchange power is not banking. It is true the of dealing in bills of exchange is often expressly given banking corporations: the the fact that it is giyen, is evidence understanding general expressly without-it given, bank would not have rignt is.so in exchange, and is, dealing ño strictly of the- speaking, part TERM, 1-839. n business a bank. is banks have the ordinary power making Some canal; a a contended that canals is hardly making yet therefore there be an business. If part banking express pro- in the law and constitution of hibition business of prohibiting in that state other than own incor- banking by any hanks, it no wise would in porated prohibit plaintiffs pur- a bill of iñ Alabama. exchánge chasing There remains another which is yet thought view .this of counsel to submit duty to the consideration of this Court. heretofore contended that the exchange, in bills of dealing business being does within the part banking, not come of the constitution Of prohibitions Alabama against banking: But let us now that the had suppose legislature of Alabama passed a their This would prohibiting any but one of own body incorporated hanks, from in bills dealing exchange. present more In the important'question. state of commercial present world, hills of are one of the on. exchange great carrying means of the commerce of the world. ..

Notes

the notes This is the law bills and by delivery. pay- as able to bearer. It is bills. The delivery so. equally end/orsed endorsement, the . The makes contract. and time place material for some this. Whenever purposes, immaterial for and are-wholly the the may written, wherever name have been it delivery gives' effect, whether it be to or to it the' bill with a pass pass merely, on liability of the endorsee. part is, ?- This question made is a The- then was-the' delivery where TERMy 1839. 533" matter fact. construction, and mere not a legal Sup- to¡ been, on means of corres- carried the transaction pose to have where would the considered be pondence, delivery the full endorsed the one being party, been ? The bill and made it be to have other, construed must-surely consideration paid -less, Nothing is it. receiving been where the party capable made is indis- equivalent. than this would be giving stipulated case, the intention according cf the and. justice pensable this, construction but party-would parties. Upon any. one - interpreta- other consideration. An without a get money the law. disgrace tion such a would be leading conclusion is must be to intend -what fair Both parties supposed gbod faith. it is conducted by Does make difference that the transaction ? There is means of an and not agent-, by'written correspondence each no reason it should. Persons who are distant why intermediaries; consequence treat is no can it through are his instructions, acts what are. The under agent to obtain a lawful contract, the essence of contract valid delivery. esta- But it is of a-position already favour superfluous argue the land. Cox and Dick blished by highest authority.in judicial Duncan vs. United States, 6 States, Peters, 172. 2Ó2. Peters, 435. 449. . the bank. was at then in of law delivery contemplation That with all accru- delivery bank, the bill to the passed rights against it ing by parties. this to so, But it be con- alleged admitting .all created tract bill is illegality delivery affected render, also contract so as to endorsement original of purchase, £ the the first this there are several answers. In illegal- jJla; To contract was executed and at end. original by delivery back? be recovered for. Can what was so delivered thing bargained (cid:127) The full consideration has There is offer refund paid. it: and' there immoral nothing transaction. This con- Againthe reverse of is the truth. very allegation makes valid, making struction contract original good the whole lawful. In intendment legal end transfers object contract If de- Philadelphia, place of performance. there, was to be the contract from that livery delivery made arising was also the money there. For this material where purpose not. it is written was material the endorser’s paid where name of lia- the bill. The fix the measure place endorsement may the con- in' case of makes dishonour of the bill. bility delivery case with the .holder. This must especially tract particular a lawful where'an to make agent authority is .’employed. His valid must do it purchase." mode; He in a lawful favour ancLin ,he,. will be intended to have done so. justice 2"v

Are all notes such mere crime?. nullities, when out of the state where issued Reference has been made to the show cases in. statute-books 71 COURT. SUPREME n from have forbidden insurance companies states .their within limits. But no- prohibition insurances such making of, shown created against insurances citizens or companies in, not this exact the different states. Is case application of the rule ? The fact exceptio regulam probat prohibitory shows that citizens of other states that citizens legislation have, had, before excluded foreign powers were one make every 'to any .insurances states. -,Mr. called the attention Webster next’ Coifet deposite June, was, he, on the Congress 23d said law-passed by 18-36. bank act, one of the conditions under that state which, should become that it should enter .depository public money, (cid:127)“ into to render and late obligations all the duties government, services heretofore law to be required by performed.by the States, of the United and its several or offices;” that branches Bank is, to remit money States, of the United transfer any-part one state another, that act also, required, something &c.. But "more: and it shows how little we in I versed were Congress (and take to full share myself, my legal obstacles to shame) in one doing of ácts state by of. other states. The corporations “ first section states, territories, or act.provides, those districts,, banks,” in which .no" &c., there are Secretary “ Treasury may make with bank or banks in some arrangement other state, district, or territory, agencies establish an agency states, in the territories, districts, banks, so destitute of banks - n of the &c. Here is an deposite,” express recognition Congress bank, aof (power agent purpose create an. as a dealing bank in another state territory. or.

tects notes banks the circulation other states. .of now

notes circulation. He turned then defines, in the law a. Her punishment banking. for unauthorized first, (what of notes which issuing place, constitutes a viz. bank, That, cash. we said circulation pass delivery, and. intended for ¡by Mr, understand-it, bank, as Webster, is true definition of laws other in this country. also Mr. Webster referred Vbn. XIII.—3 B COURT. SUPREME states, Delaware, New Maryland, Missouri, Jersey, Pennsylvania, Carolina, North South all to same Carolina, Virginia, Georgia, herself, he, effect. The law said much of the state of Alabama more important, case, in this view' of the than of any state. The constitution of the state was established of Alabama (cid:127)1819; the law of Alabama creating passed bank The inference has constitution all the and this authorities from which Alabama. been drawn of the of the state of policy Did she a mono- this law she was suppose establishing

restrained the circulation bank notes of unauthorized she also"restrain issued some authorized banks. But did hot dealings thing, is there in She did no such Nor any ? exchange thing. Alabama, either in the or the state of constitution laws the shows, ever meant more than the circu- that by banking she. lation of bills as There is law or nothing therefore currency. Alabama, óf ‘any exchange by bills policy against purchase others as well law She has Bank of Alabama. prohibited by as other, transactions; but. transactions which clearly banking she has well tition in the face her includes as touched this. If even banking policy .not circulation*, and she agáinst compe- as buying exchange guards who-can the other* one, open, say, and leaves the. what she evidence, such to guard that' it is-her policy against leaves free and unrestrained ? constitution, ground legis- Is there in the or any any thing been lation which has made to sustain the allegation to be esta- not, of her If the existence' of policy? policy such here far-fetched ?' construction, blished and that construction case, which, Mr. Webster here this he rested argument his on said, had his occu-' justify been discussed others so ably-as time it. of the -Court further into pying by going had, learned counsel on the other in the course of his side which, said, he argument alluded to yesterday, .newspapers, had treated the decision of the Court Mr. scornfully. below .Web- said he was to hear acted, ster his for the had in' sorry learned-judge $ decision, doubt, he had no sense I have under-a high duty. told, it, Webster, said Mr. but I have not seen press Court, this since in this this case -has been under consideration city, has undertaken to to that something approaching in a tone speak, command, from this of the it to be Court. expected decision upon Such conduct is character of certainly greatly discreditable well to the Court. as as country, disrespectful injurious the, said, A learned other side gentleman day, on cause, he as himself, he thought having in this might regard meant, doubtless, his express strong for that client. country He the case to be de- opinion the country required interest'of cided'in his I gentleman,- go favour. I with the learned agree indeed far this case estimate of beyond him, importance in my TERM, 1839. vs, He country. did not take to show extent pains evil which would result from vast number of contracts undoing. which would be affected here affirmation judgment rendered his the Court below, did not require because his that: object was to object mischief, diminish the not to prospect enlarge it. For I see calamitous myself, neither limit nor end conse- quences of such a decision. I where do not know it would not reach, what interests' disturb, it would or how any part commercial system of the be free would country influences, direct or remote. what And for end is all to be ? done What evil practical why calls harsh, for so so rash not to And say remedy? now, when established existing systems and when opinions, both the lawand sentiment public have concurred what has been here, found so- safe so practically now, useful; why and why seek to introduce new If I were portentous doctrines called what .’áy has struck me as'most wonderful remarkable in this case, would,, whole I instead indulging.in ex- expletivés, or- aggerations, exclamations, the most put down extraordinary circumstance, that-now, within a short month of expiration the first half our Constitution, existence under this century apd now, time, should for the first made; have'been here, for the earth, last such doctrines have been place heard in its which I which in in its With all should be support brought forward. respect below, really arguments entertain for Court side, have been delivered here I that, on the same must say is, decision now revision my judgment, the under

relation to notes bank privileges protected purchase the- bills against prohibition and contains only; busiriess banks, or against exchange,

notes policy, and determhied to leave whole "business of banking open of others. The other the state, therefore, laws of rivalry to the addition charters, would not certainly constitution authorize this Court to of bills say, purchase another corporations state was a violation of its policy. tp The decisionsof-its tribunals judicial lead the same result. case Stewart’s true that in the Stebbins, The State their, Reports, 312, said that adoption since Alabama banking in that state was to be regarded a franchise. constitution And this case "hasbeen much relied on defendant error. satisfied,-from a Now we careful examination of the case, are been, the word was not used, and franchise could used the Court in the broad sense to it in the i'mputeS argument. For if banking includes of bills of purchase and all exchange, banking is to be as the "exercise of a franchise', the regarded decision of the Court would amount to this—that no.individual citizen of Alabama could such a bill. For purchase franchises are special privileges conferred by individuals, government upon do not belong (cid:127)to the citizens country, generally, common It is right. essen- tial to the character of that it franchise should be a grant from the and in this sovereign authority,. no franchise' country can be ’held which is not from a derived law of -thestate. But -it cannot be that the supposed constitution of Alabama' in tended to its merchants and prohibit traders from or* purchasing bills of selling and make it a -exchange; monopoly in the hands- their banks. is- that the Court of An.d evident Alabama, in The State vs. Stebbins, case of ciple. did mean assert such a prin relied In passage speaking of paper circu lating currency, asserting right of the state to regulate and to limit it. .institutions of like those of the other' states, founded great law; the. principles common and it is SUPREME COURT. ns. Earle.]

Case Details

Case Name: Bank of Augusta v. Earle

Court Name: Supreme Court of the United States

Date Published: Mar 18, 1839

Citation: 38 U.S. 519

Court Abbreviation: SCOTUS