*1 814 Company. v. Baltimore Ohio-Kailroad
Marshall error, The Bal Marshall, Plaintiff J. Alexander Company. Ohio Railroad timore Company Railroad in-the Virginia may the Baltimore Ohio of sue A citizen averment the de- Maryland, and an that for Court of the United States Circuit Maryland, corporate, by Legislature of is sufficient body created fendants are a jurisdiction. give the court has to sue the citizens privilege a of one State of which citizen The constitutional away by the erection be taken in the federal courts cannot another State corpora- in which live. The of the State corporation latter into a the laws therefore, may, itself bo sued as such. tion subject, preceding upon examined. The Where cases this Virginia, legislature from the a certain law a contract was made to obtain communication, this communication prior the basis a and stated to be made on upon competent in a suit the contract. evidence is, void, standing in court public policy, and can have against A cot-tract agents secret in order to obtain party stipulates employ a number of which one State, party and the other legislature of a the'passage promises particular law the of a pass. law oi'.mom-y case the should pay large a sum if, made, agreed mem- to conceal from the was void when it was It also- other, agent party was the legislature the fact that the one bers of the passage of the law. compensation in case of the for his services was to receive upon effect, recovery 'no the con- agreement there can be was no to that And there tract, legislature that he agent from the members if in fact the did conceal in case of the agent services compensation for'his 'was an who was to receive passage the law. Moreover, ease, a one passed was not such was particular, the law which for, recovery. be no stipulated ground and special there could was parties by which the entire com- having between the been contract There could, recovery be no on a contingent, there pensation regulated and made was quantum meruit. count the Circuit error, from case writ was up, brought This the, for the District United States' Maryland. Court of sued the Railroad Marshall, Company, a citizen' of Virginia, he dollars, alleged the sum of thousand recover fifty n services in contract, for his him under owed special they obtaining to the a law from the Virginia, granting Legislature Ohio River. of way through Virginia company a-right also con- contract, and declaration set out the special- a quantum a count for meruit. tained related in the opinion the case The circumstances the court. Circuit Court -of the instructions Inasmuch- as one “ cha- be of the were that if- the services the plaintiff letter to president forth in his set description ractertand therein 1846, and the 17th, paper dated November the company, ” “ contract,” maintained on could be inclosed no action both, of those reference, should papers for future is proper, as follows: inserted. were They November, 1846. McLane, 17th L. A. Marshall Letter 3. 17. November Warrenton, I since, pro- a few : an interview with days In you Dear Sir ' (cid:127)v. Baltimore and Ohio Railroad j ;- to submit mised which I writing plan, by thought your ” desired much this State way through might pro- cured. from. our herewith inclose legislature. .1 views on my await, and shall subject, respectfully your reply. In as the *2 offering myself to- agent your company manage delicate trust, so a amI aware I lack that important com- which of itself would me manding reputation qualified not for me to out as point best for such a Of post. qualification fitness it is my and, of the speak; consequence absolute secrecy demanded, I cannot seek testimonials of lest I my capacity, should excite If inquiry. your judgment approves scheme, my it is probable you information might get satisfactory respecting me conversation with John M. Gordon, A. B. cautious Gordon, Dr-.John H. Thomas, or C. Wilson, all of Joseph your Without for city. considerable of I have -had impropriety, I'may say myself as a member experience before the lobby legislature For several winters I have Virginia. been before past difficult and body provement measures, important im- affecting (cid:127) of this of the I think I under- region country stand the character and material of that honorable component body. I shall have to six or weeks in spend Richmond, next eight winter, to amendments to procure the charter of the important This furnish Rappahannock will reason for Company. my in Richmond. presence There is an effort in to divide our to which progress county, ofwe hostile. This furnishes another violently Warrenton for rfeason and also for one or two other myself, re- agents, in the main Richmond the winter. city during Col. Walden and are interested in myself bodies of land large in western near which the track Virginia, railroad will your is This an ostensible reason for pass. our active interference. live in a I whose to be range country representation ought disinterested on this entirely question right .way.” which, I believe a of our Notwithstanding plurality representa- (cid:127) tives that effected heretofore been have I know the influences opposition. am this, and not exist next happy they will say winter. Broaddus, Edmund for from Cul- many years representative a shrewd, man, influenced this result. Broad-. pepper, intelligent dus was a sort of James River Richmond and whigs, protégé them, was with acted distinguished promoted by habitually them. His now filled place Slaughter, personal friend of mine. should have this section I little fear to carry the Staté. it feasi- itself; best think proposed plan speaks you SUFREME Ohio Railroad
(cid:127) there is ble, no time to be lost. I to'hear from at hope you your earliest leisure. With entire I am humble ser- respect, your n vant, &c. A. J. Marshall. I tax with the as I do not wish you postage, known in correspondence. accompanying n foregoing
Document letter. In submit, I wish to isit explanation plan necessary some latitude of remark on the causes which' have here- indulge tofore thwarted just pretensions your company. Richmond Richmond, and Potomac City, Petersburg, . Railroad, the James Canal, River and the interests, Wheeling concert, have heretofore combated' acting successfully These interests fall far short of a way.” majority two branches of the There is no sufficient Virginia legislature. in the numeric force of this interest, to dis- ground, antagonist of an eventual. success. On an courage examination hope of their based either arguments, justice I expediency, .find a conviction of or an nothing assurance challenge right, On the high heretofore as policy. standing contrary, *3 disinterested emptiness at the success of the I' have condemned spectator struggle, of their and felt arrogance pretensions, indignant narrow, selfish, of their and bigoted policy. I have observed talent, no zeal, superiority greater “ in power than favor advocacy opposition, right The success of a cause before our way.” legislature, having neither justice, greater expediency, stronger advocacy, greater defeated, numeric is matter of amazement strength, just success, The' elements of this be a should cu- party. subject rious and anxious for cause is when deeply investigation; known, a influence be remedy counteracting may readily ap- I have no idea that dishonorable measures or plied. ances defeat the appli- than been used have (further log-rolling may one) “ As to I am right way.” log-rolling, sorry say it has into a our Members grown system legislature. openly avow and act on it, never conceal their bargain, exoaptyrhere would success. are No more skil- publicity ful men; so, jeopard delegation or less at this than our western scrupulous game right-of-way there ais stand It seems to me . off. regard, secret of this success is the great presence propinquity, on the midst. sits in ground, your opponents. legislature exercise a out-of-doorinflu- They vigilant, pressing, present ence the members. If the at Weston or were located capitoi who would interest success ? The Clarksburg, question Richmond is ever and ever railroad her present associates pressing; Í853. v. Ohio Railroad hand, and canal at active. You have no equally coun- influence, and hence the success and teracting triumph your 'If I views, am these opponents. right claims, your resting alone on sectional or even justice, necessity, high policy, vain, will be and must become as mere urged cla- sounding mor in the unless hall, meet with the you your opponents weapons use so they successfully shows against yourselves. Experience what have heretofore done something is neces- beyond you and in success; this I sary have to submit necessity plan has its origin. The mass of the members in our are a legislature thoughtless, careless, who come light-hearted men, there for the body “ “ diem,” and to per spend diem.” For brief per a. space feel the of their they importance responsibility position. soon, however, in idle on They and, all pleasures; ques- engage tions disconnected with their immediate constituents, be- they wax, come as to be moulded- the most influences. pressing You need vote of this mass, careless and if effi- you adopt means can it. I obtain never saw a class of cient eminently men more you kind and social in their intercourse. these Through qualities influenced do they approached any thing or which will not affect positively their' wrong, prejudicially immediate On constituency. question a decided can vote way,” members either majority way of, without fear their constituents. On question, therefore, I consider the most active will influences ever the most suc- cessful. Before succeed, can. you must reenforce my judgment, you ” active, members the house with an inter- the_ right-of-way ested, influence -about house. well-organized You must with an inspire earnest, an anxious wish your agents nay, success.- The reward rich of their labors must suc- depend — cess. Give them if fail endow them nothing they richly This.is, succeed. in brief the outline of space, plans. my Reason and are with justice favors you; enlarged expediency able advocates, claim. You best have your argu- ment these ; all have been defeated. yet, advantages, you *4 I think I have out cause. Your better pointed opponents understand terest is nature the tribunal before this vast which in- on act individuals of out of brought. They body doors and in Your are on their chambers. adversaries the spot, and and of as hover around the careless arbiters question vigilant is most contest, efficient The now activity. waged, ” n unequal. mem- would aim place My plan right-of-way adversaries, bers on an with their down equality by sending 27* Ohio Bailroad v. to an active stimulated partisanship agents, a corps a lure of profit. high strong I the details would plan, In considering suggest is It strikes me desirable. secrecy all practicable company one and let matter, have or know but agent should from such and classes, quarters select subagents agent his discreet observation dictate. numbers, in such may of no means the use I improper appliances contemplate scheme is surround the My attainment purpose. your
' and influential whose agents, with respectable persua- legislature do members to a influence the sive act you arguments naked all. I from motives This is of of require secrecy justice. would furnish alone, because an ground open agency policy weaken the invective, and unmerited might impres- suspicion sion to make. we seek it must be of all this In cost necessarily great. regard and of first extensive; be influence and must subagency an character. must be active zeal All inspired by your agents can and a determined of success.- This accom- purpose only for compensation. offers plished high contingent you by Were I I will this a example. illustrate single point by like to should have the become T ser- your agent my plan, Hunton, Hunton, Charles of this for county. vices Major senate. His last a our was member of year many years, He is an of service of that unpretend- was as president body. man, and excellent address. He is ing understanding good a favorite univer- with his own great party, (democratic,) character. He esteemed as a sally gentleman highest I have no doubt, moderate if I circumstances, family. large secure him bear would his contingent expenses, the winter dollars, Richmond, one thousand and do he would spend thousand,it offer' him two service; I could good but becpme It would solicitude. all would his thousand dollars enabled to object pay great old debts of an Two and smooth advancing age. the path utmost If I am stimulate his energies. would I inducements, such should have con- offer great unless fidence nothing success. Under plan you pay Of what law be will accept. passed your company value, value be to ? would such a Measure law you for, let fix stake interests, own view high you.play your the on a man’s use in á sending boy There is price. is bad errand; service can’t be offer, low and that high contingent, judgment; bid. had. at a low and think I have of this the difficulties undertaking, surveyed ex- The cash own my surmounted. they may outlay I know the and those of would heavy. penses, subagents, *5 1853.. Company. Marshall u. Baltimore and Ohio Railroad service of such as I effective would cannot be agents employ had on a all into except heavy contingent. Taking things such the view, I should not like to undertake business on terms, unless fund of at least thousand provided contingent fifty dollars, on the law, secured to order and its my passage (cid:127) acceptance by your company. If the are deemed of consideration, views I foregoing worthy hold in readiness to meet call in that behalf that myself be made me. &c. upon Respectfully, A. J. Marshall. After the evidence closed, been the counsel the plain- had tiff the asked court to instruct the as follows: jury 1. That there is in the terms or nothing provisions embraced in the resolution of the agreement committee of cor- dated 12th December, 1846 is set respondence, the forth in (which offered in opinion evidence, which renders the court) void, same on grounds public policy. 2. That the is not plaintiff under precluded recovering aforesaid, dated agreement 1846, 12th December, as modified the reason by by agreement stated iñ the letter of 11th of 1847, February, the second in the first merely contained sec- proviso tion of the act of 6th March, 1847, has been offered evidence, provided shall route, find that the jury entering ravine of the Ohio River at the Creek, mouth of Fish and running so as to from a pass in the ravine of Buffalo at point Creek, near the mouth of Pile’s Fork, to a the defendant on the northern side of established depot Creek, Wheeling city Wheeling, minute estimates made in the manner and on the basis in said prescribed act, made after full examination and instrumental of the feasible or surveys practi- cable routes, appeared which to con- cheapest upon * struct, maintain, and work said railroad; -and provided they shall also find that the did not city Wheeling agree pay difference, cost, act, said but specified con- renounced trary to do so as as the 10th of early July, 1847; and shall provided also find that they said act' was accepted stockholders defendant, as a of its part charter, on the 25th of 1847. August, Upon aforesaid, evidence the court plaintiff prays — to instruct the jury That if find the contract contained in resolution of the committee December, of 12th correspondence 1846, and in the resolution of the committee of correspondence 18th of 1847, and in the letter of January, Louis McLane of the 11th of 1847, aforesaid, to have been made with February, v: and Ohio Railroad defendant; and also that the act of Virginia .1847, of the 6th March, at the passed session of the Legis- lature of for 1846-1847, in the Virginia contract mentioned; and also that the Baltimore and Ohio Railroad, cheapest route to the *6 the ravine of city Wheeling, the entering Ohio at or north of Creek, Grave ascertained, was such by estimates as the law to be more prescribed, to construct, costly maintain, work, than said road would be the route by into passing the ravine of the Ohio at or near the mouth of Creek, Fish then the of and that the city difference Wheeling, of said cost was then in like probable manner ascertained; that the defendants the said law within six accepted months from the thereof; also, that passage when the difference of probable, cost between said two routes was ascertained, according [to] act, said the of did not to the city Wheeling agree de- pay fendant such difference of cost the time by specified act, said and that the did attend at Richmond plaintiff the session during aforesaid, and did then and there and further superintend the and other applications to obtain the proceedings right way the State of on through the tained behalf of the defendant, Virginia, then is recover, entitled to plaintiff on the contract con- special the aforesaid, the value of the instrument contingent therein compensation stipulated. And the defendants, their counsel, the by court to prayed instruct that the plaintiff not was entitled jury recover, because the contract, which for the stipulated of a payment fee of thousand dollars, in the contingent event of fifty from the such a obtaining Legislature law as is Virginia described therein, was and void. against public policy, 2. That if the shall believe that it was between jury agreed to the said contract that the same should be kept secret, either in the terms of it or otherwise, from the Legislature or contract, such if otherwise Virginia public, proper and was invalid as and the legal, against public is policy, plaintiff not entitled to recover. 3. If the find that the offeredin evidence jury special contract was to be into entered plaintiff by proposed by plaintiff motives, from the reasons and the ber, the and to be executed him in his communication of the 17th of Novem- way suggested inclosure, offered in evidence the defendant, (if shall find that such sowas made jury communication and if shall that the contract find aforesaid was plaintiff,) they contract, entered into and that said accordingly, plaintiff’s it, under was not made known agency Legislature concealed, but in fact that then said contract ille- Virginia, void, i gal public upon grounds policy TEEM, and Ohio Bailr.oad 4. That the contract between defendants of plaintiff December, 1846, looked to the 12th of a law author- obtaining their road defendants extend the State of izing through to á on the Ohio River low down the river Virginia, point Creek, should be whieh law afterwards Fishing accepted by it, defendants with to act under .the a determination to the of an which the defendants incorporation independent company, should determine to or of whose charter accept adopt, should become the of a construction proprietors, authorizing railroad from on'the Ohio River between mouth any point of Little Kenawha and and that no such law Wheeling, having been obtained, entitled to recover. 5. That the modified contract the 11th of looked February substitute, Hunter’s with the obtaining passage ,of Fish Creek Creek, instead adoption as the Fishing point Ohio; That the law which was striking passed 6th of March, 1847, not, did whieh in its law terms was. effect, fulfil'the of the modified of Fe- stipulations agreement 11th, 1847. bruary 6. That 6f 6th, the law it 1847, March acceptance defendants, even the same as *7 supposing substantially Hunter’s substitute, not entitle did the to recover unless plaintiff the should that such his believe law was obtained jury through under the with the defendants. agency, agreement 7. That even if the the should believe that law of March jury 6th, 1847, was n btained the the through plaintiff’s agency, is not entitled to recover that it shall believe plaintiff was they waiver, the defendants in the of accepted by consequence the of of therein, the accorded to it by and the city Wheeling, privileges contained in the between the stipulations agreement of and the defendants of March city 6th, 1847. Wheeling 8. That the modified of 11th, 1847,’ agreement February which made. substitute, Hunter’s modified as stated fore- the standard of the which was to be obtained going law prayer, to entitle the made it plaintiff stipulated compensation, such that law should the necessary to defendants the abso- give lute to the of of right Fish approach city .Wheeling by way Creek; should release them from the necessity continuing their road to should, unless the within one Wheeling, city year, or the citizens of should, time, Ohio same sub- the county scribe one million to defendants; dollars -the should stock enable the use, defendants to into as open pro- bring they the sections' of their as gressed, road were successively finished; should authorize the defendants to charge, distance, taken from proportion upon passengers goods the road be continued to should Wheeling, Baltimqre -and Ohio Railroad while the law was latter made it passed place; actually of the defendants to take the Fish Creek route right depend and even then the defend- being cheapest, upon ants’ placed to Fish Creek at option go city made it should be the on the imperative Wheeling; Wheeling of the road, terminus without any subscription part others; herself prevented her opening any portion road until the whole road west could Monongahela opened the defendant to no more for Wheeling, obliged charge .to than to a passengers tonnage Wheeling they charged river; five.miles from the and that before the defendant point thus from that referred to in the accepted differing l.aw 11th, 1847, modified of Wheel- agreement February city route, waived its control it to ing leaving depend upon cost, ’ts subscribe five hundred thousand comparative agreed of' the defendants, lollars to he defendants stock for provided depot at terminus of the road; and that the adop- of the law of ion and March the 6th, 1847, thus acceptance substitute, from Hunter’s and induced the waiver liffering md mentioned,' and Wheeling, already action stipulation it, inder such an was not acceptance, action, adoption, entitled recover. plaintiff 9. That if the believe that the jury.shall received plaintiff from the six defendants the hundred dollars given evidence in full under the discharge compensation his.claims agree- ment in then is not question, entitled to plaintiff recover. But-the court refused to the instructions as give prayed, by defendant, either but instructed the plaintiff’ follows: jury 1. If at the time the contract made, was special this suit is it was understood between brought, the services of the description were to be of the character set forth in his letter to the railroad president 17, 1848, dated November and the therein in- company, closed, paper that, in consideration the contingent compensa- contract, tion mentioned he use the means and influences for in his letter and the proposed accompanying paper, of the law mentioned purpose obtaining passage *8 the is: the contract the law, agreement, against policy.of and action be can maintained. 2. If there was no between the that the agreement services of the be should of the character and plaintiff descrip- tion mentioned in his letter and communication referred to in the instruction, the contract is the preceding yet against policy of, law, the at void, if the time it was made the parties to conceal from the members of of Vir- the agreed ginia Legislature the fact was the that the defendant. plaintiff employed by 1853. Railroad v. Baltimore Ohio the desired to to Jaw it ob- advocate as its passage agent, his ser- tain, to receive compensation, and was money, at the session in case law was passed legislature vices by to in the referred agreement. to such 3. if there no actual practise And was agreement did entitled to recover he conceal concealment, he is not yet members of the when from the legislature, advocating pas- law, defendant, for the that he agent sage was-acting in case the law was receive compensation, money, passed. considera- 4. was made valid But if the law upon legal the sum of tion, has happened upon contingency be dollars law plaintiff thousand fifty paid —the different, in material being passed legislature by Virginia be obtained the defendant from one respects, by proposed 11th, 1847; and- passage agreement February a condition contract, was made which, terms of pre- cedent to the payment money, 5. of the law as under The subsequent passed, acceptance evidence, stated in the the Was not a waiver of the with the city Wheeling, agreement and does not entitle the condition, to recover an action on the contract. special plaintiff 6. is no -that the rendered ser- There evidence any plaintiff 'contract, under ex- vices, or was render employed any, stated in his decla- contract implied, special except press ration contract, he- and as is due to him under ; no money a quantum cannot recover noon the count meruit. refusal of to the well And the plaintiff’ thereupon excepts, aforesaid given; as to the instructions his the granting prayers this his second bill of prays tenders exceptions, 'which is ac- court, and sealed the same may signed November, done day cordingly Taney! B. it. [seal.] bill of was to admissibility The first exceptions above mentioned. evidence this court. case came these two up exceptions Upon Schley, for the plaintiff Davis and Mr. It was Mr. argued by Johnson,for the defendants and' error, Latrobe Mr. Mr. in error. route side, either All the particular points, relating attained, omitted, because it would impossible -to details. them without minute explain maps geographical for .the instructions, first the counsel With to the three respect error contended: — 1, the first instruction is erroneous because That *9 324 Company.
Marshall v. Baltimore Ohio Kailroad is no between the any a. There proof understanding contract, that the of the services were to be of at time No. 1. nature mentioned paper 1, No. is service which is paper b. No proposed against if the’ law, construed. paper fairly policy describes the characters of the members, the con- paper them, duct opponents company influencing out of of a influence doors; the necessity counteracting but it disclaims all is confined to means and and the improper appliances, expressly “surrounding legislature proposal and influential whose persuasive respectable agents, arguments influence the members Even the do a naked you act justice.” doubt, to a c. the law open resolves that paper the conclusion of doubt means. as well in as in against illegality, object Davison, Lewis 4 v. M. W. 654. & — (cid:127)2. That second instruction is erroneous because is a. There no at the time of proof any agreement the con- tract for the concealment of the plaintiff from the agency members of the legislature. b. There nois difference between the of an obligation agent law and an other procure agent purpose any legal itself; and the law does not avoid contract of because agency it is to be secret. kept — 3. That the third a. There is instruction erroneous because is actual proof any concealment. b. the absence disclosure, In does law proof not pre- sume concealment. n c. The is that, fact, proof so point con- agency ducted as to to the members of the apparent with- legislature out in words disclosed. being d. It is that it was proved disclosed both expressly and the plaintiff company. e. But in the absence of agreement understanding to concealment, the instruction, hypothesis it is erroneous to avoid the clearly company contract at the instance of the for the failure of the to disclose his agency. That is to avoid the contract at the instance of the defendants matter subsequent to it. foreign entirely The law does not require disclosure of an as a agency /. condition to recover precedent from the agent principal. And, these the counsel referred to the points, following Davis 393; v. Bank of 2 v. T-uthorities: Richardson Eng. Bing. Millish, 2 v. 229; 4 5; Stiles Bing. Harrington Kloprogge, Doug. v. Causten, 2 G. 49; 357; & J. Kalkman v. 2 J. Causten, G. & Robertson, Co. v. 5 Mann. Howdon 131; & Gr. v. Fishmonger 325 Railroád v. Ohio op 800, and 9 Cl. & Ellis, 793, Fin. Ad. & appeal, 10 Simpson, Test, 8 Dana, 366; 6 Hunt v. Alab. McCann, 61; Wood v. 337, 7 Sim. and on Co. v. Gr. J. R. R. 713; appeal, Edwards 356; Madd. Co. 65; Spencer, M. & Cr. Vauxhall Br. *10 Jacob, 64. the case, contract in the the point Upon principal namely, counsel the void, therefore the for and was against public policy, authorities; Test, Hunt v. in error cited the defendant following Gulden, Watts, 152; 7 Hatzfeld Alabama, 713; 8 v. Clippinger 315; McCann, Watts v. 6 v. 5 & Wood Sergt. Hepbaugh, v. 18 Pick. Dana, Dame, Fuller 366; of the court. Mr. Justice GRIER delivered the opinion- A our consideration of question, necessarily preliminary the case,-has of this been notice of the the merits brought the court, not counsel. though argued urged by error,, below, also The who was avers plaintiff “ and that declaration that he is a citizen The his Virginia, defendant, Baltimore and is a Ohio Railroad Company, General an act'of the body corporate by Assembly Mary- has been that this averment land.” to show It insufficient objected, States in the courts of United over the jurisdiction ” “ in the suit The decision this court case or controversy.” 2 it is Letson, Howard, 497, of the said, Louisville Railroad v. it, does not some of doctrines sanction advanced and do, should seem so to therefore not extrajudicial, authoritative. case the fact The of that published report (whatever may no have exhibits dissent c'ourt opinion been) it. of bar as a It of ten has, member been re- space years, any ceived which final settlement have questions Constitution; so the arisen under clause of the frequently forms of in the courts United practice pleading in its States have been conformed to it. Confiding stability, interests to a controversies numerous large involving property been the circuit courts, have heard and decided amount, here, where are still court; pending many has assumed on the faith of been jurisdiction sufficiency such an now declare these averment. If we should judgments we to have inflict a should been entered without authority, jurisdiction evil on the There community. and irreparable great are no maxim of stare cases, where adherence ” decisis those which is so society, necessary peace absolutely of courts. For affect jurisdiction retroactively alone, even this reason if the court were now opinion, mentioned, that of affirmed case just principles 28 VOL. xvi. (cid:127) . 826 and Ohio Railroad Cranch, 61, Deveaux, Bank v. were The not founded on right reason, should' not be justified we them. The overruling decisions, to founded on these the least, say practice wrongs injures or their reversal man; while could not fail work wrong injury .many, cases, the numerous with similar averments, over Besides the court have exercised without jurisdiction objection, we mention that of Rundle v. The Delaware and may Raritan Ca nal, Howard, 80, as one with the precisely point present. that case shows that report question jurisdiction, court, not noticed in the was not though opinion over looked, three of the judges having severally expressed it. Its value as is therefore opinion precedent But as we do not merely negative. to' rely only precedent case, our conclusion in this not be justify improper, once notice the used to again, argument the correct impugn decisions, ness our also to former make a brief statement which, of the reasons in our opinion, vindicate fully their pro priety. Constitution, of the courts of By jurisdiction *11 “ extend, alia, is United States declared inter to controversies between citizens of States.” The Act confers Judiciary different “ on the circuit courts in suits between a jurisdiction citizen of State the suit and a where citizen of brought another State.” The reasons for on the conferring jurisdiction courts of n thus States, United are- stated a- correctly by contemporary, “ It writer No. be esteemed as the (Federalist, 80.) may basis ‘ Union, citizens of each that the State shall be entitled to all the and immunities of citizens of the privileges several States.’ And’ if it be that just principle, every government the means of own ought its possess executing provisions by follow, it will that order inviolable own-authority, maintenance that immunities, equality privileges cases, national in all in which judiciary ought preside one State or its citizens are State or another its citi- opposed zens.” Now, if this be a the Consti- right, privilege guaranteed by tution their to citizens of one State in controversies with citi- zens of 'be another, it is it cannot taken plain away of the State in which the plaintiff by any legislation defend- C, ant A, B, resides. If other with dormant secret part- ners, be to act to sue or to be by empowered representatives, their sued in a collective or these name, corporate enjoyment cannot privileges, granted ant authority, nullify import- by It them. conferred on those contract who v. and Ohio Railroad Mr. Justice Catron, well remarked in his opinion delivered in of Bundle, the case to, referred that “if the already United courts could be ousted of States jurisdiction, citizens of States forced into the other State courts, without the power election, would often be they deprived, cases, of great all benefit contemplated ; Constitution and in cases many to submit their compelled rights who are juries judges inhabitants of the cities where the suit tried, must-be and to contend with where the powerful corporations, ip> chances of partial justice.would prudent them; and where no greatly against man would with such an engage if he could antagonist, laws, it. State help corporate masses of men under a combining large name, cannot Constitution. repeal All corpora- must have tions trustees and who representatives are usually citizens of the State where the is created: and Corporation these sued, can be citizens suit. evaded and the corporate property charged by Nor can the courts allow the constitutional to be security refinements, without by unnecessary inflicting deep institutions of the injury country.” Let us now examine the reasons which are considered so conclusive and imperative, should the.court compel a construction to this clause give cally- of the Constitution, practi- destructive of the so intended to be con- privilege clearly ferred it. “A it is said, is an corporation, artificial a mere person, legal invisible and entity, intangible.” This is no doubt true in a certain sense. The metaphysically inference, also, that such an artificial cannot be a citi- entity ” zen is a conclusion from the logical cannot be premises denied. a citizen But who has made a contract, and- ahas contro- ” awith also versy he natural corporation, truth, with equal say, did not deal mere abstraction, but with metaphysical with.a ; that his writ persons has not been served on an imagin- on men but ary entity, citizens; and that his contract was with them made as the of numerous legal representatives un- *12 associates, known or secret and dormant partners. The necessities and conveniences and of trade business re- that such quire act numerous associates and stockholders should and have the by representation, su- contracting, faculty sued in a ing, factitious or collective name. But being these important faculties, conferred on them by legislation, their, for own convenience, cannot be to others wielded deprive It is those acknowledged not reasonable that rights. who. deal wiih such persons should be of a valuable deprived privi- a. rather lege deals syllogism, with sophism, subtly v. and Ohio Railroad to the names, words.-and without persons regard things they are used to represent. Nor is it reasonable that of numerous unknown representatives 'and be to associates should ever-changing permitted allege stockholders, of these in different of one or more order citizenship defeat the It true these stock- to plaintiff’s privilege. holders.are this corporators, “juridical represented by person,” and come -under the its name. But all the shadow of pur- can poses judicial they acting, remedy, speak, contracting, act, and their or curators. plead, representatives only through For of a suit or purposes controversy, persons represented by a name can corporate appear only by attorney, appointed by (cid:127)its constitutional individual or organs. personal appearance of each and not be a would every corporator comjDliance of summons or distringas. exigency Though, writ. are to the suit parties nominally, they really controversy. In courts of there are where numerous associates equity, very all the same be interest, having they impleaded may plead interests; and, as in through persons joint representing ease between and southern branches of the northern Me- thodist Church, fact court, decided that indi- lately viduals to reside each division were known adhering within both States of citizens, which the the suit were not considered as a valid objection jurisdiction. In law, courts of an act incorporation name corporate to enable of a numerous asso- necessary representatives ciation to sue and be sued. And this can corporation have existence out of the bounds of legal sovereignty by which it is It created. exists of law and contemplation only force of law; ceases where that law the cor- operate have no It must Earle, poration existence. dwell can. place its creation.” Bank Pet. 512. The Augusta per- sons act under faculties, who these and use this corporate name, resident in the State presumed which is '"may justly habitat of the where alone necessary be corporation, can .they made suit; and should stíbject estopped equity a different those who are domicil averring against compelled- there, seek them them there and and can find nowhere . else. otherwise it would be power If every corpora- were tion, director in a electing different residing State, single citizens of other States with whom have deprive contro- versies, constitutional them to re- compel privilege, sort to State tribunals cases in of all which, others, such be considered most valuable. privilege But it-is that, contended the court in decid- notwithstanding id the question will g look behind jurisdiction, corporate *13 185 3. Company. Railroad Baltimore Ohio
Marshall v. to the find the collective name or act as the who given party, persons trustees, curators, association, representatives, que in such stockholders, trusts, or cestui are the capacity. to the real declaration contains parties controversy; yet of their no sufficient averment Whether the aver citizenship. law, of this is ment fact sufficient in question of be. merely If the declaration sets forth facts from which the citi pleading. zenship inferred, may legally presumed is sufficient. from the habitat The of a cor presumption arising of its in the creation conclusive as to poration place being residence or of those use the name who citizenship corporate “ exercise fendants are a it, the faculties conferred that the de by allegation the act the General body corporate Assembly' is a-sufficient averment that the real Maryland,” defendants are citizens State. of that This form of averment has been used for expression established form of many years. Any words used for the fact, of a is a'sufficient of it particular averment in law. In case of Gassies v. Ballon, 761, Pet. the petition alleged the defendant had caused himself to be naturalized an citizen, American tion he at that was the time of filing peti of West Baton residing parish This was Rouge.” held to be a sufficient averment that he awas citizen of the State of Louisiana. And the court a citizen of the say, United States State.” State of the Union, is a residing citizen of that also They express regret previous decisions of this court had so far in gone narrowing limiting rights conferred this article of the Constitution. And we add, that instead of the citizens' of it as a clause viewing on conferring privilege States, tpo it has been construed different often, as if it were as if a penal statute, and construction which did not adhere letter .its without obvious very regard intention, would be a invasion of some meaning power tyrannical to be secured to the States or supposed not surrendered them. The tribunal is a choosing impartial privilege small and more practical in cases importance, especially a distant where has to contend with the and in- power fluence numbers and the combined wealth wielded great in themselves that It almost State. also to corporations every importance should same corporations privi- enjoy States, other where local leges, prejudices jealousy might them, affect injuriously 'With now these remarks on we will subject jurisdiction to notice the various proceed exceptions rulings court trial. declaration, besides a done and labor count work .330 Ohio Railroad certain services rendered procuring legislation Virginia, demands sum thousand dollars on a fifty contract special defendants, made committee board of *14 through December, 1846, as directors, dated 12th of follows: resolved, the motion, it was President be, On and is “ to the authorized, addition heretofore hereby agent employed the committee for the same to and make purpose, employ with other to attend at arrangements, responsible persons, Rich- of mond the session the during legislature, order to present or other further superintend application to any proceeding obtain the of the State of on behalf right way through Virginia, of this to all take measures for that company, proper pur- that he also be to authorized with such pose-; or agree agent in case a law be obtained from the said shall agents, legislature, its the session, to during present authorizing extend company their road the that State to on Ohio River as low through point down river Creek; the as and the stockholders of this Fishing shall afterwards such as be law accept obtained, company and determine to may or, á it; act under in case law should be pass- ed the of a construction railroad authorizing any point the Ohio River the above mouth Little Kenawha and below the with to intersect with the city Wheeling, authority present ; Baltimore Ohio Railroad the stockholders Balti- the more and Ohio Railroad shall to Company determine accept law, said or shall the thereof, become adopt proprietors pro- secute their road to then, either provisions, according cases, the said the shall and is authorized president to to pay the whom he agent agents may employ pursuance cent, resolution, the dollars, sum thousand six the fifty per bonds value, at their and to be made par company, pay- able at time within the five any period Resolved, years. That it shall in the expressly stipulated the agreement said to this agents pursuant resolution, agent condition employed anu. as a thereof, that if such law aforesaid shall pass, or if law that shall not be any passed accepted, or used stockholders, the said shall adopted, not be agents entitled receive whatever for the service any compensation render in or for they may premises, any expense they may incur in such or otherwise.” law obtaining And also resolution of 18th, 1847: following January “ On motion resolved, it was unanimously right Mr. Marshall to the under the compensation contract existing shall attach of a at the law of- upon passage present session or to legislature, giving way Parkersburg Creek, either to the Baltimore and Ohio Railroad Com- Fishing orto an pany, independent Provided this company: company 1 8 5 3. v. Ohio Railroad one, and and act under other, adopt as contem- accept plated the contract.” a letter from the also president And of Fe- company, 11th, 1847, a further modification of the containing terms
bruary. extract: as exhibited following if after the utmost crisis, In this exertion better ban nothing done, if it were Mr. be with Fish take Hunter’s practicable pass substitute Creek, Cheekinstead we would not Fishing under- of such a law. We would prevent passage then refer the whole question stockholders; and I am author- that, ized to else such a law as is say thing failing, in- every dicated and the stockholders it and act pass, adopt, under it in contract, the manner contemplated by your compensation shall- to that as to other case.” apply aspect defendants notice of the of de gave following grounds fence, those intended rely: 1. That the be enforced agreement sought plain- out tiff, his to make it -to admitting ability by legal proof extent of his was an pretensions, agreement contrary po- *15 of law, the and cannot be sustained. which licy “ 2. That, the said to be a valid one, admitting agreement which the courts enforce, would the is not plaintiff entitled yet recover, to because failed he to the for accomplish which object it was entered into. “ 3. That the of law which was the de- Virginia, accepted by fendants after it had been modified the waiver of the by. of city as notice, mentioned in the was not ob- Wheeling, plaintiff’s tained the efforts of the but through his stre- plaintiff, against nuous claim. and for furnishes him no his opposition, ground present “ 4. That there was a final between the settlement plaintiff and defendants, after aforesaid, the of the law passage Virginia which concludes him on this behalf.” On the trial the after in evidence the contract plaintiff, giving stated, above letters and documents various produced tending measures, to show the their result —a and pursued, particular of these facts is not and would encum- recapitulation necessary, ber the case. A brief outline will to an understand- suffice very Ofthe to be considered. ing points ft that the obtain, defendants were desirous to from appears of a so as to Legislature right Virginia, grant way strike the Ohio of a Fiver as low in view con possible down nection from thence towards Cincinnati. It was interest of the the to the terminus o people Wheeling possible, prevent, from, on road else but at their Ohio being anywhere In the winter city. 1846-7 antagonist parties came.into SUFREME v. Baltimore and Ohio Railroad collision before the again at Richmond. Legislature Virginia, this contest the acted as In of the plaintiff defend general agent ants, under the contract in The bills question. granting franchise to the desired defendants were defeated in form' every them, a substitute, altered proposed by amended suit interests of in face of the stre Wheeling, finally passed nuous defendants. opposition n The afterwards admitted defeat, his plaintiff want the conditions success same of his fulfilling contract. He at the time demanded and received the sum of six hundred dol- See. But as expenses lars and defend- agents, Wheeling both desired the extension of the Ohio, ants finally agreed road ato compromise, modifying operation under which the road act has since been completed. then in evidence, The defendants offered of their support defence, on the the contract, a letter from ground illegality of the board, dated 17th plaintiff president Novem- (cid:127) 1846, ber, an document, with in which accompanying himself as states terms; his and the course proposes he advises agent, to be means to used to ensure pursued, success; and also a letter in answer president thereto, his to act on his individual stating inability responsibility,
. interview; also, awith letter inviting from' the together, same, December, dated 12th of in which he I am says:. now to close an the basis of arrangement prepared you your communication of the 17th of November.” The to the admission of these plaintiff’s objection documents evidence, of.them, form reception subject bill of first exceptions. In order to of these judge competency relevancy case, documents a the issue in the bewill necessary give their, of some brief statement contents. portion a, letter of November 17th commences by referring and a former submit a interview promise plan, writing, by it was the much desired supposed way. through from the It procured *16 Virginia might legislature. proposes the be as (cid:127)that writer should of the appointed, agent company, “ the delicate and trust.” that, It states manage the get important as business “absolute he could not required secrecy,” safely ' “ testimonials as to his but that he had con- qualifications; ” as a member siderable of before the experience lobby legislature ” “ could and an ostensible reason for his Virginia, allege Richmond, and his active interference, dis- presence without his and real character closing object. document the cause of explains accompanying previous failures, and shows what influence remedy counteracting Railroad v. Baltimore Ohio Company.. be was It announces that the should employed. “log-rolling” used to defeat them before. That it has measure principal ” “ into a skilful unscrupulous grown system; however friends of defendants have still respect, the been the on the had their opponents got advantage, being present “ out-door influence.” That it was necessary' using ground, That the to meet their with their own weapons. opponents “ careless the members of were mass legislature good “ natured,” and idle pleasures,” capable being engaged That, “moulded like influences.” wax” “most pressing ” “ be mass, efficient means must the vote this careless get ” “ kind social That dispositions adopted. through .their to do be and influenced any thing they may approached “ of their act fear con- where can without positively wrong, they of success it was neces- That stituents.” accomplishment “ influence active, interested, to have an and well organized sary “ be with That these must inspired about an house.” agents success,” have their “and anxious wish earnest, nay, “ n them if it.” Give nothing Whole reward depending they “ them to succeed.” fail, them endow richly Stimulate lure active profit,” partisanship high strong “ should That, requisite in order company secrecy,” ; but and he the others cost know one select agent, “ be obtained all this will the result can necessarily great,” offers compensation;” “high “only by high contingent bid,” not be cannot had at low and that he would services a fund unless undertake business willing provided of at least $50,000.” “ on the basis of this communica- the contract was made As- there can .be no doubt as to tion,” competence evi- legal As the nature and dence show oí they may object agreement. be considered same transaction, one and the parts as on. The the contract declared incorporated testimony Is it relevant? therefore competent- .of the three in the charge the first contained As propositions, of this have to the court, relevancy reference question issues, well considered together. matter they may are as follows: They time, 1; made, If contract was at'the special that- understood between this suit is brought, character to be of the services of were railroad set forth in his letter description president therein 17th, 1846, and the paper dated November company, inclosed, that, compensa- in consideration contingent use contract, he was to the means tion mentioned accompanying in his and the paper, influences letter proposed *17 334 SUFREME
Marshall v. Baltimore and Ohio Railroad Company. the for in the the of the law purpose obtaining passage mentioned the contract is the agreement, the against policy law, and no action can be maintained. “ 2. If there was no between the agreement the services of the should be of the plaintiff character and descrip- tion mentioned in his letter and communication referred to in instruction, the contract is preceding yet against policy law, void, if at the time it was made the parties to conceal from the members of agreed ginia of Vir- Legislature that the fact defendant, employed by as its to advocate the of the law it agent, desired to passage ob- tain, was to receive a for his compensation, ser- money, vices, in case the law was at the passed ses- legislature sion referred to in the agreement. “ 3. And if there was no actual agreement such practise concealment, he is not entitled to recover if he did yet conceal from the members of the when legislature, advocating pas- law, that he was for sage the defendant, acting agent n and was to receive a in case the compensation, law money, passed.” n It is an undoubted of the common law, that it principle will not lend its aid to enforce a contract to do an act illegal; or which is inconsistent with sound morals or or public policy; which tends to or contaminate, corrupt influences, all by improper of our social or institutions. Hence integrity political contracts to evade the revenue laws are void. Persons entering relation into should be free from extraneous or marriage de- influences; hence the law avoids all ceptive contracts to pay for It is the interest of the money procuring marriage. that ail trust should be filled places men of public capacity and that the should be integrity, power shielded appointing from influences which the best selection; hence may prevent the law annuls contract for or every procuring appointment election of office. any person pardoning power, com- to the executive, mitted should exercised as free from any bias or influence as the trial of the convict before improper court; will law not enforce a contract to consequently, pay or influence to money soliciting obtain a petitions using should act from considerations pardon. Legislators public duty. peratively high Public and sound do therefore im- policy morality require courts should of their dis- put stamp act, void approbation contract every pronounce every the ultimate of which would be to probable tendency sully or mislead the of those to purity whom the judgments high trust of is confided. legislation All- whose interests persons be affected any way TEEM,
DECEMBE.K v. Baltimore and Ohio Kailroad act have an public private undoubted legislature, their claims and either in urge professing arguments, person *18 them, to for before committees, counsel act legislative as courts of But as well where act as justice. coun- persons or in it is due sel or any representative those agents, capacity, solicit, whom or should before they plead honestly in their true characters, so that their appear arguments made, receive their representations, openly candidly may arid consideration. A hired advocate or as- just weight agent, in a to act different character, is deceit on suming practising the Advice or from the information unbiased legislature. flowing of disinterested will received judgment persons, naturally more confidence with where and less examined than scrupulously the recommendations are to be the result of known pe- or the interest, arguments pressed cuniary hope to active prompted “ of a reward, and the stimulated large contingent agent - the of lure partisanship by high profit.” strong Any to deceive intrusted with functions attempts of persons high secret to create or combinations, or into legislation, by bring undue influences of all the kind, have operation injurious any effects of a direct fraud on the public. should act a true with interest Legislators eye single of nance -to whole courts of counte- people, justice,.can give use of them to means which be mis- subject may led and indirect influences of pertinacious importunity interested and solicitors. or unscrupulous agents Influences under false and covert secretly urged pretences must operate action, necessarily deleteriously legislative whether it be to obtain the of employed passage private Bribes, acts. in the of public shape high contingent compensa- tion, must lead to the use of means and necessarily improper exercise undue influence. Their of necessary consequence is the of demoralization covenants for who he them; agent is soon to believe that means which will brought any produce ” “ so beneficial result to himself means; and that proper share these of have the same effect of profits may quickening ” the zeal of influential or careless perceptions warming members in favor of his bill. The use of such means and such will have the effect the State agents governments subject the combined of uni- capital produce wealthy corporations, versal and end- corruption, commencing representative with the elector. ing public legislation, Speculators solicitors, of venal secret private, compact vending corps ' influences, will infest the Union capital every State, till shall become the condition normal corruption “— and will be said of us as of body politic, Borne omne Romm venale.” 33G «.Baltimore and Ohio Railroad-Company. That the we are-not consequences deprecate merely visionary, 1853, act frauds 81, c. prevent Congress ” of the United as States cited evi- treasury legitimate dence. This act all agents annuls contracts with champertous claims.- private It' forbids all officers of United 2d. to be States engaged for claims or agents from attorneys prosecuting receiving or interest in them in aided any gratuity consideration having or assisted in the them, under of fine and prosecution- penalty in the
imprisonment penitentiary. 3d. It forbids members under a like Congress, penalty, n claim in consideration of com- acting agents any pay fromor pensation, for the same. accepting any gratuity 4th. It who to bribe a mem- subjects any person shall attempt a,nd ber of Congress punishment party penitentiary, the bribe to the forfeiture of . accepting his office. If evidence of severity legislation practice the offences it must be the courts take prohibited, duty *19 stand, firm law, as of .and the discountenance, the against policy contract any prohibited. which tend to offences every introduce the Nor these now advanced for first the time. principles Whenever similar cases have been to the notice of brought courts have the same decision. received Without them we refer to would the examining particularly, cases of 7 Dame, Fuller v. 18 470; Hatzfield v. Gulden, Pick. Watts, 152; 5 Watts & Clippinger Hepbaugh, Sergt. Wood v. 315; McCan, Dana, 366; Test, 6 and Hunt v. 8 Ala 719. The bama, Commonwealth v. Callaghan, Virginia Cases 460. Sum of these is.— cases 1st. That all contracts for a con- or use tingent compensation obtaining legislation, per- or sonal secret or sinister influence on is void any legislators, ' the the of law. policy by 2d. as to the character under -which the Secrecy, agent acts, tends to and is solicitor immoral and fraudu- deception, the ; lent where contracts use secret influences, agent means, his without contract with uses such voluntarily, he principal, cannot have the assistance of court compensa- to recover tion. what, 3d. That technical the vocabulary politicians termed law, is a misdemeanor at common log-rolling,” punish- able indictment. by It follows, as a that consequence, documents given evidence under the first bill of relevant to exceptions were issue and ; that court below instruc- very properly gave'the tions under consideration. 1 853. v. Baltimore- Ohio Railroad We now come to the last three to the instructions exceptions' court, were which follows: “ But if the made contract valid and was upon legal consideration, the has not contingency happened upon the sum of dollars to be thousand was fifty paid plain- differ- tiff— the law passed by legislature Virginia being ent, material one be obtained respects, proposed in. 11th, 1847; the defendant by by agreement February which, contract, terms was passage by to the the. amade condition precedent payment money.”. “ 5. The of the law as under subsequent acceptance passed, evidence, with stated in the agreement city Wheeling, condition, was not waiver of the and does not entitle the to recover in an action on the contract.” special plaintiff “6. There is no evidence that the rendered ser- any vices, contract, or was to render under ex- employed any, contract stated in his declara- press implied, except special ; him, tion as no is' due to he contract, under money quantum in order to cannot recover the count of meruit.” We do not it think these in- necessary, justify below, structions of the court or to vindicate our affirmance of them, to enter into a of the various long perplexed history action, results, schemes of their exhibited legislative case. It would require testimony map tedious and Suffice country, prolix explanations. say, after a carecí examination the admitted facts of the instructions, we are satisfied of the correctness of the case, fully his own 1. Because had not plaintiff, by showing, per- the conditions which entitled him to demand this formed stipu- lated compensation. act 2. The which was and afterwards passed, assembly better, defendant for of obtained used want op-’ defendants, and in spite opposition plain- ponents tiff and the fact that the the were ; accept company compelled modifications, under act compromise oppo- *20 to his nents, not entitle reward. would plaintiff stipulated from contract-he is his estopped By stipulations as his quantum meruit, whole under compensation claiming depended certain success in specified legislation, obtaining had failed to achieve. which he he acknowledged affirmed, with Court is therefore of the Circuit The judgment costs. Daniel, and Mr. Justice Catron, Camp- Mr. Justice Mr. Justice (cid:127) bell, dissented. bro- his with that he concurred
Mr. Justice said CATRON von. xvi. 29 COURT Railroad and Ohio v. Baltimore he which was about
ther, opinion, Justice Campbell, Mr. him so to state. But authorized inas- and had to pronounce, the court, made in the reference had been opinion much delivered, which he been himself had opinion just in the case Bundle which Delaware Raritan had given to be a Howard, 80, he felt it to’him- Canal duty Company, at all times denied that a remark, that he had corporation self to is a citizen within ' Constitution, and so the sense of the he had to. referred He had there stated declared in the opinion just, in the of the existence federal jurisdiction the necessity but held courts as citizenship against corporations, be of a directors must be averred to different president suit; averment, to the without which from the other party to the settled this court could not according practice proceed, is the Letson’s case foundation of fifty standing. (which’ years averment within contained the of the new necessary doctrine) settled, it was not necessary practice, consequently in that case. opinion separate give that a remarked, further, that assumption He according it was a citizen of the State where was incorporated, corporation in two States a charter for a railroad (and having company citizens of the State and sue there were might many such) resided, that the and directors averring where president place State, and vice versa. In a citizen of the other company such case the court in the could sue in federal every corporation Union. Mr. Justice DANIEL. delivered must declare dissent. I my From opinion just between the the settlement of the discreditable controversy In did, I I should cause, to this I take If probably part. parties merits, either in that it a case without say be dismissed defendants, that in such a case should they some standard their courts of settle dispute by by which is justice have been in which transaction cognate engaged. a far different case has reference this My participation involved in the and more announced, cause opinion just ingredient important court to adjudicate namely, power to that obedience authority consistently, just alone, their which, and from every power being are derived. the case of the instances, in former particularly Having Canal endeavored Rundle v. Delaware and Raritan Company, courts of the the utter want of expose jurisdiction shall United States over c.auses which corporations *21 1 339 Bailroad v. Baltimore Ohio
Marshall
Company.
defendants,
or
hold it to be
I
either
plaintiffs
unnecessary
or to
main-
upon
positions
in
tained
place
repeat
enlarge
mentioned,
in the case above
presented
Indeed,
95'.
real
Howard,
necessity
enforcing
fundamental
contended for me
proposition
general
by
and the
Canal
the case of Bundle
Delaware
Raritan
Com-
under
that
the second section of the third article
namely,
pany,
Constitution, citizens
that
men, material,
is to
only,
say
must be
social,
sentient
moral,
order to
beings,
parties,
give
courts,
federal
I am
relieved
the
in the
wholly
jurisdiction
obvious, and inevitable
virtual,
concessions,
comprised
now
of the Constitution
provision
attempt
essayed,
carry
either
technical,
its
or
ac-
philological,
political,
beyond
vulgar
no one
in the
For in
of this
ceptation.
step
progress
attempt,
is
a
not and
be a
is
denied that
cannot
citizen,
corporation
a
of a
does not mean a
citizen
nor
nor that the
corporation,
an individual outside of
assertion
power by
corpora-
tion, and
with
its
interfering
controlling
organization
be the
functions,
interest owned
might
degree
(whatever
in the
existence of the
would be
individual
corporation,)
incompatible
itself.
corporaté body
Nothing
effort is
is
But an
made to
kind
from the
attempted.
escape
concessions,
effect of these
which leave them
by assumptions
force,
such
and show that
concessions and
all
assump-
cannot exist in
with each other.
tions
.
harmony
it has been insisted that
Thus
created
corporation,
State,
have no
or faculties
the limits of
can
being
beyond
and officers
its
reside within that
State;
State
president
will meet and
such a
laid
conjuncture
satisfy
predicament
the Constitution.
down by
The want
in this
integrity,
argument,
exposed by
questions:
following
restriction- of the
1. Does the
within
corporate body
particular
limits, or the residence
its officers
those
within
geographical
limits, render it
or alter its
less
nature
corporation,
legal
?
character
any degree
2. Does the
faculties within
restriction
corporate
given
bounds,
or
reasonable
imply
by any
presumption,
necessarily
or
stockholders,
in its
that the interest of its
either
property
?
acts,
does,
is confined
the same limits
If it
then
to
officers,
change
a transfer of
stockholders,
of
a
cation
residence agents,
would,
latter,
qualifi-
of the interests of the
portion
destroy
If it. would
depending
locality.
citizenship
this effect, then this anomalous citizen
possess
have
may
of both
a sort
defendant,
plural
plaintiff’and
rights
nay, by
Union,
be a
citizen of
being
ubiquity, may
every
v. and Ohio Railroad
be a
even
State and a citizen
the same State at -the
time.
same
*22
said,
it has been
that the Constitution
Again
has reference
the
to
interests
those who
have access to the
merely
may.
federal
and that
those
courts;
interests can be
provided
traced,
or
have existence in
in
.presumed
persons
different
lesiding
be
States, it
cannot
those whom such
required
interests
by
held and controlled,
are
or
or
should be
legally
represented,
alleged
to be citizens, or should
in that
proved
character as
appear
the record.
In
parties upon
be
reply
proposition may
t.o
asked,
court of
what
one cari be admitted
upon
into a
principle any
from the interest
the
justice apart
he
in
may possess
it is
whether
not that interest alone
controversy;
matter
and the
he holds
thereto,
in relation
position
which can give
? But,
him access
court
the
any
the Con-
again,
language
stitution refers
to the civil or
expressly
conclusively
political
character of the
and constitutes that character
party litigant,
(cid:127)
test of his
the
sue
be sued in
courts
capacity
United States.
In «strict accordance with this doctrine has been'the interpre
tation of the Constitution
and what
in some
early,
sense be
called
of that in
cotemporaneous interpretation
strument, an
handed down
unbroken
interpretation
series
of decisions, until crossed and disturbed
the anomalous
by
ruling
case of Letson v. The Louisville Railroad Company.
with the case of
Cabot,
v.
in the 3d of
Beginning
Bingham
382,
Dallas,
the cases of Turner v. The
running through
Enrille,
Bank of
America, Dallas,
North
4
Turner’s Admr.
8;
v.
7;
.
12;
Mossman v.
Ib.
Abercrombie v.
v.
Higginson,
Ib
Dupuis,
Cranch,
1
Wood v.
2
343;
1;
Ib.
Wagnon,
Capron
Van Noorden,
126;
2 Ib.
3
Curtis,
v.
267;
Ib.
Strawbridge
The Bank of the United
5
61;
States v.
Ib.
Deveaux,
Hodgson
5
Bowerbank,
v.
Ib.
The
303;
New Orleans
Corporation
Winter,
v.
91;
1 Wheat.
Sullivan v. The Fulton Steamboat
—
23* v. Baltimore and Ohio Kailroad Carolina, a a he was or amount to such statute alluded nor less than citizen other than that North an- alien, nor which intendment any can thing by legal Let averment.” it be remembered, ah Chief Justice Ellsworth is more nothing assertion in terms of the second section of the Constitution; article of the and it then be asked, may’ third what becomes of this to force awkward upon both the attempt a Constitution and statute construction which just meaning ? both be sensible one must repels that the absolutely Every seat of business, of his man’s occupations, daily pursuits must yet no constitutes him a citizen of that if not be the his residence; probably, necessarily, place here ruled, we find it that such expressly commorancy by intendment more just than legal by express language, or State which community he then his may happen business; residing transacting moreover, it is familiar other con- every lawyer person versant of greatest history, during periods jealousy -were, and strictness of the aliens English permitted, for polity, commerce, convenience and to reside advancement within the realm and to rent and but it real never occupy property; that such or residence clothed permission them pretended with the character with a ato British single right pertaining subject. Nor ruled has the doctrine the cases cited been just applied alone, at law strictness or an proceedings peculiar adherence to seem to form is what adhered to. partake Constitution has been overruling authority regarded this court as as to equitable itself to equally extending legal United courts of the States. Thus rights proceedings Dallas, in the case v. Stead of Course in 4 That was a suit in Circuit the United Court of States for equity deemed District of which was Georgia, necessary make a This last new bill. bill recited by supplemental party all the orders bill, and which had been made in the original cause, defendant. .ui the but omitted made allege citizenship newly *24 case, here In this when from brought by appeal below, the court court in reference to omission say, “it is aver the to new party, unnecessary citizenship form or merits of this cause; to déliver opinion any upon be, let the Jackson Court The decree of the Circuit reversed.” case of Peters, still Ashton, 148, is more v. point. This of the bill also was a suit The equity. caption .others, these Jackson citizens of the words: Thomas and The William E. a citizen of Ashton, State of Rev. Virginia Marshall, court its What said this Pennsylvania.” organ, “? title or Chief this state of the case The Justice, cap- upon 1 853. v. and Ohio Railroad bill is the bill, tion and does part not -remove the of the defects in the objection The bill pleadings. and pro- should state the ceédings citizenship give court In these jurisdiction.” decisions must be perceived last the most refutation of this emphatic assumed version newly although the Constitution, that, affirms. language of that instrument and neither citizenship residence nor pro- but the civil perty, citizenship, relation or political status either, demanded, independently explicitly yet requi- sition is satisfied aof fully presumption beneficiary interest in either property apart possession pos- thu§ session or from inferred interest is thus estfte or title makes the legal interest equivalent citizenship whom person the most strangely imputed. Perhaps singular doctrine circumstance of this new attending interpolation is the effort made to sustain it the numerous and direct the rule stare decisis. After upon cited, authorities before showing (cid:127) to this rule, case of this it would inapplicability have been a priori that the last aid to be invoked thought in its very sup- would be the maxim port stare decisis. For this new class of citizen corporations, as it must incongruous appear to,every legal definition or is not less conception, nor incongruous less novel to the it, claimed for or rather for its relation total want of relation to the settled of this court. adjudications It is creation, new an strictly intruder, alien and an and is at war with almost all that has before and can it; trace its gone being no farther back than the case of Letsou v. The Louisville Rail- road Company. decisis, stare principle courts order 'adopted by the mischiefs in-
give stability private prevent rights, cident to mutations for causes, and insufficient is doubtless light a wholesome rule of decision when derived from legitimate limited to the when competent authority, necessity which ; n but, shall have demanded its like rule, other application every be must fruitful of ill it be when wrested the suppres- shall sion or to the reason maintenance of in- duty, arbitrary error, justice, Such palpable application absurdity. of this rule must rivet social necessarily upon justice, fetters of improvement happiness, ignorance, wrong, which, is a rule It whenever should usurpation. applied, discretion, derived from sound discretion origin having of those it. It who assert regular- powers legitimate can the never or’ to in for the destruction appealed derogation of that which created and- supreme authority, authority which holds functions in subordination the whose agents bounded, defined, has .clear limits. and plainly-marked
Marshall v. Baltimore Railroad Ohio Company. commands, Wherever the. Constitution discretion terminates. or convenience, Considerations if ever to, I policy appealed almost said if ever had become an offence. of its mandate, imagined derogation the Constitution or. the Beyond powers invests, be a violation of act must an every duty, usurpation. be a more There cannot than is striking example instanced us, case before of the mischiefs that must follow from by words, or what plain disregarding language, termed the corpus, Constitution, to ramble in body, of some of construction or pursuit ignis implication, fatuus — intention, called its as spirit about spirit unfrequently veracious, and as the Constitution, conndbted with closely are dead with the tables and chairs spirits revolving which, fashionable by metempsychosis day, they said to animate. The second section of the third article of the Constitution as an for citizenship indispensable’requisite prescribes obtaining — admission- to the courts of the United States it in prescribes ' too This States, court, in case language plain misapprehension. of Deveaux and the of the United obedi- yielded Bank ence; at rate, to the constitutional mandate : for professedly any asserted -the but in indispensable requisite citizenship; an to reconcile that obedience unwar- unhappy attempt ranted claim to demolished the power, they utterly legal rights, existence one of the . nay, very controversy; all taking .thereby party standing capacity appear court. was No. 1. This suc- fatuus, was ignis' This any ceeded case of Letson v. The Cincinnati and Louisville which, Railroad resurrec- species judicial Company, tion, this raised deterré, but party corporation) again, (the up was not restored use of all the full of life or to the possession vigor, faculties, his members and. nor even allowed pri- of his but name; semianimate, in virtue of vilege some original rite of curtailed of his natural judicial baptism, though dimensions,” he is rendered to release from the thraldom equal of constitutional and made restriction, rate to competent any at . the action of the federal courts. power commanding This is No. 2. in order is the Next case of Mar- ignis fatuus', shall v. The Baltimore and Ohio Railroad This is- Company. indeed the to command d’oeuvre experiments amongst chef the action of the of the Consti- body defiance spirit tution. It is from the of that-instrument, some compelled, negation influence', necromantic as that which, read, as we potent was constrained to her vaticinations of resisting Pythia yield an occult For en- case manifésted the most -futurity. and Ohio Railroad tire civil, or qualification, disregard every political, *26 is described as a local. This citizen or resident company State; of nor as for its members the of citizens any having any nor as a nor as State; quasi ; citizen of' the having rights any a citizen; State, of nor as or located in or residing being any other intimation of its No “whereabout” is .any place. n alluded to. is said to have been It incorporated by of the State of but whether had Maryland; Maryland authority to fix its or directed that ever and whether locality locality, that be in the moon or in is nowhere incognita, terra disclosed. It is said that because this company incorporated by of we and are bound to Legislature Maryland, conjecture, may it is situated and must conjecture, the all Maryland, possess to a qualifications citizen of to appertaining sue Maryland or be sued in the courts of the United and States; this inference deduce, we are called to upon opposition pleadings, and the all of which demonstrate, the.proofs, that this argunients, claims to extend its its corporation and property, powers, opera- tions, and over of course its of the State locality, portion of and it in reference to its that was and Virginia, rights operations within the latter State, that had present its controversy origin. Thus does it to me that this court has been led appear darker, from dark to' until at it is environed and is present beaconed onward and by varying deceptive gleams, calculated end in a to and more dense In dread of deeper obscurity. to me, would conduct I -am precipices to they unwilling which trust to these and if I cannot háve myself rambling lights; reflected and upon my steps bright cheering day-spring . Constitution, the halt in feel I bound nevertheless to remit no effort to what, to is the that terminates in my apprehension, path ruin. And in the tendencies and the results considering is there which seems me more calculated progress, nothing hasten themfthan is the too disposition evidently prevailing to trench which, barrier the creation the several- States of the federal to draw around government, they designed their their social and protect sovereign authority pri- vate treat derision and to with affected rights; every regard effort to arrest hostile or either any approach, indirectly openly,' a sad the consecrated of that barrier. It is indeed precincts morals, when downward any symptom political progress and to to the Constitution shall us appeal give pause,” fail fearful reflection. more solemn Still suggest necessity office, either in or out of prevalence disposition, or commands with'a meet the'honest devotion to its scrupulous sneer, times, unsuited to the and condemned folly
3á6 and Ohio Railroad v. Bn.ltim.-re measures Constitution wisdom which new-born c_.iy by standard and infallible policy own By convenience. superior this new seems to be morality, the disciples thought found, the Constitution, axioms. of the mandates or when and when cannot be power, they over- obstructing stepped by shunned and way truth or turned and logic, may conveniently of abstractions or mandates under denomination refinements; those borne down loyal supporters a narrow under the fanaticism prejudice inca- reproach letter, and, contradiction through pable perceiving charter, its true intent; spirit the language behind the requirements being sagacity wholly age. cannot, however, We resist the to ask those disposition view can more whose expanded pervading peneirate beyond charter, what it is th'e form of the mean to palpable convey is found abstraction, term so well adapted ? would, We whether purposes becoming inquire modesty, either in ethics, axiom or in politics precept, every other *27 ? science, is not an abstraction Whether truth itself, is not an abstraction ? common And justice honesty whether we \yould ask who so deal farther with what call .those abstractions, to assail all whether they design general precepts and mental expositions may easily as of the fixed definitions and funda incapable becoming basis of or of duties. The of these rights philosophy embrace the rejection decalogue and be in itself, effectual reference to that might particularly (cid:127) which forbids all that injunction coveting appertains The Constitution itself is our more than neighbor. nothing rules, abstract enumeration general promuiged by States, for the and control of several their creature or guidance the federal which for their exclusive benefit agent, they government, were about to call into from these abstract being. Apart no the federal can have functions and rules government derivative, existence. All its attributes and anv strictly to transcend.the foundations every attempt (those pro and. scribed attempt most tion, its existence on which is an depends, abstractions) violence, at usurpation., anarchy, Amongst means, dangerous perhaps, accomplishing usurpa nojseless because its it is whilst application persevering, is the the federal insufficient, of the habitual for reasons interference, entirely by authorities with several governments the. under had States; this too most commonly strange (Í almost called it the guarding people pretext preposterous) of, the States their' constituted own against governments, fellow-citizens, administered their bound to them own by, interests, from a sympathies arising community identity 3á7 1.85 v. and Ohio Railroad intercourse, and from intimate themselves. selected responsible to said, Or it be under the may excuse of protecting óf the States themselves, people against converting federal reference to the States government into one grand commission, inquirendo.” De lunático The effect of this prac tice is to reduce the under an habitual of the States and their people governments to federal subserviency power; and gives the latter what ever has been and ever must be, the result of intervention and interested foreign, powerful, mediator, the lion’s share division. For I every myself in. would never hunt with the lion. I would avoid his anxiously and as path; far as him from possible own; keep my always mind bearing told in the pregnant Apologue been made reply having to in his the were to visit lair; invitation him his that gracious although innumerable, its entrance, conducted to path footprints to be seen, the same there could be yet path discern edNulla The vestigia relrorsnm.” vortex federal incroach ment is of a for the ample capacity enough engulfing retention amust power; of-every inevitably catastrophe like this ensue, as a so justification long however power, obtained, and the end of hope every escape redemption can, to the sense, in the iron rule of' sickening desponding stare decisis, A rule us, The proclaimed. says abuse has been it has, already put practice; by practice repeated become therefore be merely, pleasure.” sanctified; at may of a doctrine like this does in promulgation deed cut redress, off all or of hope escape, redemption, unless for, remote, looked however in a single one. — to be remedy the true sharp remedy applied by original Union, the States of this sovereignty abiding namely, institutions, reorganization Such as shall assur existing give ance that if in their definition and their announcement rights can, esteemed “abstractions agents, appointed concrete, is, in the exercise mérely, 'yet and enjoy *28 ment, these and substantive, real- rights neither . nor denied impaired is, that this cause opinion should have been My dismissed the Circuit Court for want and should now jurisdiction, be remanded to that court with instruction for its dismission. n Mr. Justice CAMPBELL. I dissent from that of the of the court which opinion portion affirms the of the Circuit Court in this case. The jurisdiction Constitution, in
question involves a construction of clause I and arises under circumstances which make it that proper should record the reasons for the dissent. 348 SUPEEME COUBT. and Ohio Railroad v.
Marshall
conditions
which
Corporations
The
might
under
of the
the courts
United States
in
the' attention
engaged
suits
of
court,
(cid:127)
after its
At
this court
session of the
organization.
long
'
cases exhibited
1809, three
questions
in
in
jurisdiction
them, under three distinct
The Bank of the
aspects.
regard
Deveaux,
v.
was the case of a
States
United
corporation plain
described as
were
citizens of
tiff, whose corporators
Pennsylva
a citizen of
in the Federal
Court
that State.
nia
Georgia
suing
Wood v.
Insurance
that
case
was
Maryland
The
Company,
defendant, whose
were
of a corporation
corporators
properly
in the
of its
State
charter. And the
case
described, sued
Boardman,
v.
was
of a
Insurance
that
Company
“legally
Hope
sped in the State from
which
derived its
body,”
incorporated
“
established,”
and was
but of
charter,
whose
legally
corporators
352 and Ohio Railroad v. instrument which transferred of that the interpretation Hence rights created legislation, artificial persons from the Constitution of derived of the corporators, or privileges Union, and held of the States, independ- as citizens United — their relation to corporators rights without ently did Nor and liberal more, broad interpretation. was, to say or diffi- the least self-denial affect case in Deveaux’s the court It declared that' bounds of the' power. in making dence “the it-is exercise where court, to jurisdiction duties conferred, it is not are of it where conferred, and not usurp and in over rejected jurisdiction spirit obligation,” equal like the present. a-case exactly Peters, 519, and case, in Earle’s of the court doctrine' 1-22,to the result Peters, case, corporations Runyan’s but that the exercise their extraterritorial legal have no rights, rule of the effect of a was faculties, extraterritorially, comity and convenience, their States, dependent policy among and revocable with these was at harmony pleasure, I have and the constitutional court, principles judgments of the rules of domestic administration policy stated. The adopted by creatures of reference States, in to these artificial the several to State jurisdic- a domestic belonged legislation, from its laws inter- tions, ascertainable judicial and'were' Letson, case of when, from the later was But pretations. supposed had a status entities which admitted that these legal n a constitutional tribunals them to the federal recognition, for what was arose, at once purpose privilege inquiry sections of the Con- ? The between held interdependence and immunities of citi- defined the stitution which privileges of the federal courts in Union, and the zens of controversies between citizens jurisdiction States, known and that thé sue was conse- felt. It capacity only was argued contract, to hold perform quent civil acts. property, therefore, an commenced, agitation They *32 as “citizens of the Union.” for their The State courts rights B, Mon. these Court of- repelling Kentucky, (12 212,) Supreme character, their thus refers find' tó perilous exposing pretensions been relied on for their case, had support: Letson’s which “ in that which are some' indicate opinion There expressions as citizens to all intents that and may regarded corporations far this, court went But beyond purposes. saying and to assumed them, before question So, too, directed.” their attention New was particularly that the existence of 42.9, it was Zabris. argued Jersey, “ is not now of question extraterritorial of rights corporations States, but a constitutional in- in the United principle comity capable altered of State being legislation.” and Ohio Rai.lro.ad And from jurists opinions preeminence Massachusetts were laid before and New York to court sustain the argu- founded ment doctrines of this court. relaxing introduction Thus the doubt, contest, new and subjects contradiction, is the fruit of the constitutional land- abandoning marks. . can tell Nor we when -mischiefwill end. It bemay safely assumed that no could be made to the offering wealthy, power- ambitious ful, and and commercial corporations populous so valuable, States Union and so none which would to serve its full the influence of States, those enlarge adoption, conclusion, that to all import, intents pur- for the their objects these artificial poses, sons incorporation, per- are treated as a citizen as much as capable being natural person.” The Court of Supreme The Kentucky s^ys, truly, apparent would to be a delusion. power The reciprocity prove for extraterritorial would but competition advantages aggrandize of the weaker States. stronger Re- disparagement sistance and retaliation would lead to conflict and confusion, States and the weaker must either submit to have their policy controlled, their business their domestic institu- monopolized, reduced to tions or the and' insignificance, peace harmony States broken consummation To this this up destroyed.” of the court is deemed be a The word judgment progress. “ citizen,” in American constitutions, federal, state and had distinct,.and clear, the com» recognized meaning,understood by sense, mon court i...uerpreted accordingly by through series adjudications. court has The contradicted that interpretation, applied it rules in the the construction which will undermine limitation every Constitution, A instance’ universally adopted. single kind awakens for it is as a link apprehension, regarded ' in a chain of repetitions. before this court, term, suffices litigation during disclose complication, contro- danger difficulty, versies must' arise before these anomalous institutions shall attained their have legitimate Their place body politic. revenues and at establishments mock and stinted frugal conditions mands State de- administration; pretensions are State- interference sovereign, admitting impatiently And from the case learn legislative we authority. of “the present interests, disdainful careless arbiters” of “to hover about them” “efficient ready vigilant this, and, to make of them a activity,” prey; accomplish employ corrupting polluting appliances.
30* *33 SUPREME- COURT. Homer v. Brown. am not to I or to willing strengthen connections enlarge the courts.of the United between can States and these I litigants. overturn, consent to none of the precedents principles court to them within control or influence. bring I consider that the maintenance of the Constitution, unimpaired unaltered, than could greater good effected possibly the extension of the court, to jurisdiction embrace by class either of cases or of any persons. Mr. Catron Justice authorizes me to that he concurs in say the conclusions of this opinion. is, Our that the of the Circuit Court should opinion judgment for the affirmed want of jurisdiction. Order. to came on be heard on the This cause the record transcript Court of the United States for the Circuit the District of counsel. On and was consideration argued where- Maryland, by ordered and this court, is now here by adjudged said Circuit Court in this cause be, and the judgment affirmed, costs. same is with hereby George Henry Fitz Plaintiff L. Homer, error, Brown. In made his William will 1815, Brown, Massachusetts, which he April, made youngest to his Samuel. One them was of son, the rent sundry bequests privilege of the store wharf Stoddard during improvement property, his natural and the to descend to his heirs. After life, two other premises similar gave then a share in will certain Samuel, bequests, when absolutely, property turned into money. revoking In made a testator will 1816, codicil, wherein May, part of the estate was devised or and in lieu Samuel, be- part bequeathed thereof, queathing to him or rent. At his go decease it was income, interest, only legal to the heirs. revoking Under the this will and circumstances of codicil; part applied only given leaving such share dard as was of the estate in the Samuel, Stod- absolutely; a life a remainder to his estate Samuel, heirs, which remain- property der was the laws of until Massachusetts Samuel’s death. protected by At the death of .the became vested in Samuel title fee in the property .simple two children of Samuel. right bring One of these -children had a a real action a writ of for his undivided moiety right property. 1840, writ of but was was abolished Massachusetts, previously adopt- Congress ed as a the acts of of 1789 and 1792. Its Massa- process by repeal by chusetts did it as Court of the United Circuit States. repeal process judgment A given a State court in case-between the same parties, nonpros for the same was not a sufficient in bar under plea prevent to submit fccovery property, righi; agreement-of writ of his case nor was to that