delivered the opinion of the court.
The bill in this suit, commenced in the Circuit Court of the United States for the Southern District of Ohio, Eastern Division, déscribes the plaintiffs Benjamin F. Jones, George M. Laughlins, Henry A. Laughlins, Jr., and Benjamin F. Jones, Jr., as “ members of the limited partnership association doing business under the firm name and style, of Jones & Laughlins, Limited, which said association is a limited partnership association, organized under an act of the General Assembly of Pennsylvania, approved June 23d [2d], 1874, entitled ‘ An act authorizing the fórmation of partnership associations in which the capital subscribed shall alone be responsible for the debts of the association, except under certain circumstances,’ ” and who “ have their office and principal place of business in the city of Pittsburg,” and which association is “a citizen of the State of Pennsylvania.” Penn. Laws, 1874,-p. 271.
• The defendant first named in the bill is the Great Southern Fire Proof Hotel Company, a corporation of the State of Ohio; and some of the defendants are corporations and citizens of States other than the State of Pennsylvania.
The remaining defendants are thus described in the bill: •
“ Taylor, Beall & Company is a partnership doing business in *451 the city of Columbus and State of Ohio, the individual partners thereof being William D. Taylor, James P. Beall and William J. Keever.”
“ Sturgeon, Ford & Company is a partnership doing business in the city of Columbus and State of Ohio, the individual partners thereof being unknown to your orators.”
“ Meacham & Wright is a partnership doing business in the city of Columbus and State of Ohio,, the individual partners thereof being Floras D. Meacham and Frank S. Wright.”
“ Sosman & Landis is a partnership of Chicago, Illinois, doing business in the State-of Ohio, the names of the individual partners thereof being unknown to your orators.”
“ Dundon & Bergin is a partnership doing business in the city of Columbus, State of Ohio, the individual partners thereof being Thomas J. Dundon and Matthew J. Bergin.”
“H/C. Johnson & Company is a partnership doing business in the State of Ohio, the names of the individual partners thereof being unknown to your orators.”
“.Schoedinger, Fearn & Company is a partnership doing business in the State of Ohio, the individual partners thereof being F. O. Schoedinger, W. A. Fearn and J. It. Dickson.”
“ L. Hiltgartner & Sons is a partnership doing business in the city of - Columbus, State of Ohio, the names of the individual partners thereof being unknown to your orators.”
The- nature of the case made by the bill is as follows:
By written agreement between Jones & Laughlins, Limited, and W. J. McClain, dated December 13,1894, the former agreed, upon certain terms, to furnish structural steel' for use in the erection of the Great Southern Hotel at Columbus, for the construction of which McClain had previously contracted with the Great Southern Fire Proof Hotel Company. Under the above contract Jones & Laughlins, Limited, shipped and furnished to McClain structural steel of the value of $43,290.74. ‘ All of that sum was paid by McClain except $11,410.02, which was due to the plaintiffs with interest from January 28, 1896.
On the 11th day of August, 1S96, McClain executed a deed of assignment for the benefit of his creditors. And on the 21st day of April, 1896, within four months -after the above mate *452 rials were delivered to McClain, Jones & Laughlins, Limited, filed with the recorder of Franklin County, Ohio, an affidavit containing an itemized statement of the amount and value of such materials. The object of the filing was to conform to the provisions of sections 3184 (as amended April 13,1894, 91 Ohio Laws, 135) and 3185 of the Revised Statutes of Ohio, both sections relating to mechanics’ liens, and thereby obtain, in behalf of Jones & Laughlins, Limited, for the amount due them, a lien upon the hotel and the opera house connected with it, as well as upon the land on which they stood.
After stating that the defendants each- claim to have some interest in the property in question as lienholders or otherwise, the exact nature and extent of which was unknown to the plaintiff, the relief asked was: 1. That the defendants be required to answer and fully set forth their respective interests in the property, and failing to do so that they be barred from asserting any claim thereto. 2. That a receiver be appointed to collect rents. 3. That the plaintiff’s demand be declared a valid and subsisting lien on the property. 4. That all the liens be marshalled, the premises sold, and the proceeds distributed.
The Great Southern Fire Proof Hotel Company demurred generally to the bill as insufficient.
The defendants Sosman & Landis filed their answer and cross-bill, claiming a lien upon the property for a balance due under a contract made between them and McClain pursuant to which they furnished scenery, stage work and fixtures for the improvements contemplated by the contract between McClain and the Hotel Company. To that cross-bill a demurrer was also filed.
The cause was heard in the Circuit Court upon the demurrers, the only question argued being the constitutionality of the Ohio statute of April 13, 1894. That court sustained the demurrers and dismisséd the bill and cross-bill upon the ground that the provisions of the mechanic’s lien law of Ohio, under which the plaintiffs and cross-plaintiffs proceeded, were unconstitutional. 79 Fed. Rep. 477.
Upon appeal to the Circuit Court of Appeals the decree of *453 tlie Circuit Court was reversed — the former court holding that the statute of Ohio in question was not void. 58 U. S. App. 397. The Hotel Company then applied for and obtained this writ of certiorari.
The bill rests the jurisdiction of the Circuit Court upon the ground of the diverse citizenship of the parties. But was the case as presented by the record one of which the Circuit Court of the United States could take cognizance by reason of diversity of citizenship ? When this question was suggested at the argument counsel responded that no objection had been urged to the jurisdiction of that court. But the failure of parties to urge objections, of that character cannot relieve this court from the duty of ascertaining from the record whether the Circuit Court could properly take jurisdiction of this suit. In
Mansfield &c., Railway Co.
v.
Swan,
We are of opinion that the plaintiff as a limited partnership association was not entitled to invoke the jurisdiction of the Circuit Court. It was not alleged to be, nor could it have alleged that it was, a corporation in virtue of the statute of Pennsylvania under which, according to the averments of the bill, it was organized. In
Lafayette Ins. Co.
v.
French,
The case of
Express Co.
v.
Kountze Bros.,
It has been suggested that the plaintiffs are entitled to sue, and may be sued, by their association name. 1 Brightly’s Purdon’s Digest, Pa. (12th ed.), 1088, Title Joint Stock Companies, § 16. But the capacity to sue and be sued by the name of the association does not make the plaintiffs a corporation •within the rule that a suit by or against a corporation in its cor
*456
porate name in a court of the United States is conclusively presumed to be one by or against citizens of the State creating the corporation. Louisville,
Cincinnati & Charleston Railroad Co.
v.
Letson,
Nor can we accede to the suggestion that this question of jurisdiction is affected by the clause of the Constitution of Pennsylvania providing that the term “ corporations,” as used in article XYI of that instrument, “ shall be construed to include all joint stock companies or associations having any of the powers or privileges of corporations not possessed by individuals or partnerships.” Const. Pa. art. XYI, § 13. The only effect of that clause is to place the joint stock companies or associations referred to under the restrictions imposed by that article upon corporations; and not to invest them with all the attributes of corporations.
We have not been referred to any case in the Supreme Court of Pennsylvania which distinctly places limited partnership associations, created under the statutes of that State, on the basis of corporations. “ Such an association,” that court said in Coal Co. v. Rogers, 108 Penn. St. 147, 150, “ is not technically a corporation, yet it has many of the characteristics of one,” and “ it may not be improper to call such an association a quasi corporation.” In Hill v. Stetler, 127 Penn. St. 145, 161, referring to the act of June 2. 1874, the court said that it provided for the *457 creation of “ a new artificial person to be called a joint stock association, having some of the characteristics of a partnership and some of a corporation.”
In Carter v. Producers’ Oil Co., Ltd., 182 Penn. St. 551, 578, 574, which involved the validity of a rule adopted by a limited partnership association organized under the Pennsylvania statute of June 2, 1874, and its supplements, and which rule prohibited any person who acquired'the capital stock of a member from exercising the privileges of a member, unless he was elected as such, the court said: “We cannot assent to the plaintiff’s claim that the defendant company is a corporation and restricted, in the adoption of by-laws, rules and regulations for its government, to such as it is within the power of the latter to prescribe. It may be conceded that the defendant company has some of the qualities of a corporation, but it is, nevertheless, a partnership association, governed by the statutes and articles under which it was organized, and the rules and regulations it may prescribe in execution of the power with which the statutes have invested it.”
That a limited partnership association created under the Pennsylvania statute may be described as a “ quasi corporation,” having some of the characteristics of a corporation, or as a “ new artificial person,” is not a sufficient reason for regarding it as .a corporation within the jurisdictional rule heretofore adverted to. That rule must not be extended. We are unwilling to extend it so as to embrace partnership associations.
We have not overlooked the case of Andrews Bros. Co. v. Youngstown Coke Co., 58 U. S. App. 444, in which the Circuit Court of Appeals for the Sixth Circuit, speaking by Judge Lurton, held that limited partnership associations organized under the Pennsylvania statute were corporations within the jurisdictional requirement of diverse citizenship. For the reasons stated, we are unable to concur in the view taken by that court.
We therefore adjudge that as the bill does not make a case arising under the Constitution and laws of the United States, it was necessary to set out the citizenship of the individual mem-. bars of the partnership association of Jones & Laughlins, Limited, which brought this suit.
*458 Another question as to jurisdiction arises on the record. The citizenship of the members’ of the several partnerships that are named as defendants does' not appear from the pleadings or otherwise. An allegation as to the State in which those firms were doing business is not sufficient to show the citizenship of the individual partners. The relief sought is the marshalling of all the lien debts on the hotel and the opera house of the Great Southern Fire Proof Hotel Company, the sale of-the property, and the distribution of the proceeds among the parties according to thei-r respective rights. As no allusion was made to this matter at the argument before us, we do not now express any opinion upon the question whether the citizenship of the individuals composing the defendant partnerships doing business in Ohio is material to the jurisdiction of the Circuit Court. We leave that to be determined by the court below, if an application be’ made to amend the pleadings as to the citizenship of the parties.
Without considering the mqrits of the case, we are constrained to reverse the judgments of the Circuit Court of Appeals and of the Circuit Court, and remand the cause for further proceedings' consistent with this opinion. Under the circumstances, the plaintiffs should be allowed, upon application, to amend the bill upon the subject of the citizenship of the parties. If the amendment shows a cáse within the jurisdiction of the Circuit Court, the parties should be permitted to proceed to a final hearing ;' otherwise, the bill should be dismissed at the plaintiffs’ costs without, prejudice to another §uit in a court of competent jurisdiction.
Reverse#.
Notes
Hancock
v.
Holbrook,