20 L. Ed. 354
U.S.
1871
Mr. Justice SWAYNE

delivered the opinion of the court.

This is a writ of error to the Supreme Court of the District of Columbia.

Harris sued the Baltimore and Ohio Railroad Company for injuries which he received by a collision., The declaratiou sets out that the company is a corporation established by law by the name of the Baltimore and Ohio Railroad Company, having a legal and recognized existence within the limits of the District of Columbia and exercising there their corporate rights and privileges in the making of contracts and receiving freight and passengers for transportation upon their roads from the city of Washington to the Ohio River; that at the city of Washington’, on the 23d of October, 1864, the plaintiff, wishing tobe transported by the company over their roads to the Ohio River and towards the city of Columbus in the State of Ohio, for the sum of fifteen dollars, paid to the company., purchased of them a ticket for a seat and passage in their cars, to be transported along their roads from the city of Washington to the Ohio River and towards the city of Columbus; that in’pursuance of this contract he took his seat in one of the cars of the company; that the company, in consideration of the money so paid, undertook and promised to transport him safely to the Ohio River; that the company managed their trains so negligently and carelessly that two trains, running in opposite directions, came in collision near Manuington; in the State of Virginia, whereby the plaintiff received the injuries complained of.

The company pleaded two pleas in abatement.

(1) That the company was not an inhabitant of the District of Columbia when the writ was' served. (2) That the company was not found in the District of Columbia when the writ was served.

To the first plea Harris replied that the company was an inhabitant of the District of Columbia by virtue of certain acts of Congress, the dates and titles of which are set forth, .aud.that they had accepted the provisions of those acts and constructed their roads under them, availing themselves of the privileges thus conferred and doing business under them iu the District of Columbia. To the second plea ho replied that the company was found within the District of Columbia when the writ was served, and was within the jurisdiction of the court by virtue of the acts of Congress mentioned in-the first replication.

The company demurred to these replications. The demurrers wore overruled. The company thereupon filed the general issue of not guilty. The cause was tried by a jury and a verdict found for the plaintiff", upon which judgment was entered.

Upon the trial the counsel for the company prayed the court to instrnet the jury that upon the evidence before them the plaintiff" was not entitled to recover. The court refused to give this instruction, and the company excepted. Other exceptions appear by the record to have been taken, but they were not embodied in a bill of exceptions and we can not therefore consider thern. The errors insisted upon here, at the first argument of the case, were :

The overruling of the demurrers to the replications to the pleas in abatement.

The refusal of the court to give the instruction above set forth.

And that the declaration is fatally defective, wherefore the judgment should have been arrested and must now be reversed.

When the case was first considered by this court in conference, it was found that while all the judges were of opinion that the judgment should be affirmed, there was a difference of opinion upon the question whether the acts of Congress and the statutes of Virginia relating to the company created a new and distinct corporation in the District of Columbia and in the State of Virginia respectively, or whether they were only enabling acts in respect to the corporation under the name of the “ Baltimore and Ohio Railroad Company,” as originally created by the State of Maryland. Subsequently the question was ordered to stand for reargument, and it has been reargued by the counsel on both sides. As the solution of this question must determine, to a large extent, the grounds upon which the judgment of the court is to-be placed, it is necessary carefully to consider the subject.

The Baltimore and Ohio Railroad Company was incorporated by an act of the legislature of Maryland, passed on the 28th of February, 1827. On the 8th of March following, the legislature of Virginia passed an act whereby, after reciting the Maryland act, it was declared “ that the same rights and privileges shall be, and are hereby, granted to the aforesaid company within the territory of Virginia, and the said company shall be subject to the same pains, penalties, and obligations as are imposed by said act, and the same rights, privileges, and immunities which are reserved to the State of Maryland or to the citizens thereof are hereby reserved to the State of Virginia and her citizens.”

Several other statutes relating to the company were subsequently passed in Virginia, but they do not materially affect- the question under consideration, and need not be more particularly adverted to. By an act of the legislature ■of Maryland, of the 22d of February, 1831, the company was authorized to build a lateral road to the line of the District of Columbia. On the 2d of March, 1831, Congress ' passed an act which, after reciting, by a preamble, the original act of incorporation, enacted “ that the Baltimore and Ohio Railroad-Company, incorporated by the'said act of the General Assembly of the State of Maryland, shall be, and they are hereby, authorized to extend into and within the District of Columbia a lateral railroad.” . . . “And the said Baltimore and Ohio -Railroad Company are hereby authorized to exércise the same powers, rights, and privileges, and shall be subject to the same restrictions in the construction and extension of the said lateral road into and within the said District as they may exercise .or be subject to under or by virtue of the said act of incorporation in the extension and construction of any railroad within the State of Maryland, and shall be entitled to the same rights, benefits, and immunities in the use of said road and in regard thereto as •are provided in the said^ charter, except the right to construct any lateral road or roads in said District from said lateral road.”- A number of local regulations follow, which are not material to be considered. A supplementary act of the legislature of Maryland, passed March 14th, 1832, provided that the stock issued by the company to complete this lateral road “ shall, united, form the capital upon which the net profits derived from the use of said road shall be appor-. tioned,” &c.

The act of Congress of February 26th, 1834, and of March 3d, 1835, are confined to matters of detail, and may be laid out of view.

When the case was reargued as directed by this court, the counsel for the company admitted that the acts of Congress in question were only enabling acts, and that they did not create a new corporation, but theytiusisted that the acts of Virginia were of a different character, and that they worked that result.

As regards the point under consideration we find no substantial difference. In both the original Maryland act of incorporation is referred to, but neither expressly or by implication create a new corporation. The company was chartered to construct a road in Virginia as well as in Maryland. The latter could not be done without the consent of Virginia. That consent was given upon the terms which she thought proper to prescribe. With a few- exceptions, not material to the question before us, they were the same as to powers, privileges, obligations, restrictions, and liabilities as those contained in the original charter. The permission was broad and-comprehensive in its scope, but'it was a license and nothing more. It was given to the Maryland corporation as such, and that body was-the same in all its elements and in its identity afterwards as before. In its name, locality, capital stock, the election and power of its officers, in the mode of declaring dividends, and doing all its business, its unity was unchanged. Only the sphere of its operations was enlarged.

In what it does in Virginia the same principle is involved as in the transactions of the Georgia corporation in Alabama, which came under the consideration of this court in The Bank of Augusta v. Earle * The distinction is that here the assent of the foreign authority is express, while there it was implied. A corporation is in law, for civil purposes, deemed a person. It may sue and be sued, grant and receive, and do all other acts not ultra vires which a natural person could do. The chief point of difference between the natural and the artificial person is that the former may do whatever is not 'forbidden by law; the latter can do only what .is authorized by its charter. It cannot migrate,-but may exercise its authority in a foreign territory upon such conditions as may be prescribed by the law of the place. One of these conditions may be that-it shall consent to be sued there. If it do business there it will be presumed to. have assented and will be bound accordingly. † For the purposes of Federal jurisdiction'it is regarded as if it were a citizen of the State where it was created, and no averment or proof as to the citizenship of its members elsewhere will be permitted; There is a presumption of law which is conclusive. *

"We see no reason why several States cannot, by competent legislation, unite in creating the same corporation or in combining several pre-existing corporations into a single one.. The Philadelphia, Wilmington, and Baltimore Railroad Company is one of the-latter description-. In the case of that company against Maryland,† Chief Justice Taney, in delivering the opinion of this court,'said: “The plaintiff’ in error is a corporation composed-of several railroad companies, which had been previously chartered by the States of Maryland, Delaware, and Pennsylvania, and which, by corresponding laws of the respective States, were united together and form one corporation, under the name and style of The Philadelphia, Wilmington, and Baltimore Railroad Company. The road of this corporation extends from Philadelphia to Baltimore.” He gives the history of the legislation by which this result was produced. No question was raised on the subject, but the opinion assumes the valid existence of the corporation thus created. The case was brought into this court under the 25th section of the Judiciary Act of 1789. The jurisdictional effect of the existence -of such a corporation, as regards the Federal courts, is the same as that of a copartnership of individual citizens residing in different States. Nor do we see any reason why one'State may not make a corporation of another State, as there organized and conducted, a corporation of. its own, quo ad hoc any property within its territorial jurisdiction. That this may be done -was distinctly held in The Ohio and Mississipi Railroad Co. v. Wheeler. ‡ It is well settled that corporations of one State may exercise their faculties in an other, so far, and on such terms, and to such extent as may ■ be permitted by the latter. * We hold that the case before us is within this latter category. The question is always one of legislative intent, and not of legislative power or legal possibility. So far as there is anything- in the language of the court in the case of 'The Ohio and Mississippi Railroad Co. v. Wheeler, in conflict with what has been here said, it is. intended to be restrained and qualified by this opinion. We will add, however,-that as the case appears in the report, we think the judgment of- the court was correctly given. It was the case of an Indiana railroad company licensed by Ohio, suing a citizen of Indiana in the Federal court of that State.

Iu The Baltimore and Ohio Railroad Co. v. Gallahue’s Administrator, 12 Grattan, † it was held by the Court of Appeals of Virginia that the company was suable in that State. In this we concur. We think this condition is clearly implied in the license, and that the company, by constructing its road there, assented to it. The authority of that case was recognized by the Court of Appeals of West Virginia,.in Goshorn v. The Supervisors, ‡ and in The Baltimore and Ohio Railroad Co. v. The Supervisors et al. § Here the question is whether the company was suable in the District of Columbia. In tlie case reported in Grattan, it was said: “It'would be a startling proposition if in all such cases citizens of Virginia and others should be denied all remedy in her courts, for causes of .action arising under contracts and acts entered into or done wdthin her territory, and should be turned over to-the courts .and laws of a sister State to seek redress.” The same considerations apply to the case before us. When this suit was commenced, if the theory maintained by the counsel for the plaintiff in error be correct, however large or small the cause of action, and whether it were a proper-one for legal or equitable cognizance, there could be no legal redress sjiort of the seat of the company in another State. In many instances the cost of the remedy would have largely exceeded the value of its fruits. In suits local in their character, both at law and in equity, there could be no relief. The result would be, to a large extent, immunity from all legal responsibility. It is not to be supposed that Congress intended that the important powers and privileges granted should he followed by such results.

But turning our attention from this view of the subject and looking at the statute alone, and reading it by its own light, we entertain no doubt that it made the company liable to suit, where this suit wras brought in all respects as if it had been an independent corporation of the same locality.

We will now consider, specifically, the several objections to the judgment, relied upon by the plaintiffs in error.

The pleas in abatement were bad. The demurrers reached back to the first error in the pleadings, and judgment was properly given against the party who committed it. If the replications were bad, bad replications were sufficient answers to bad pleas. But it is said the declaration was bad, and that the demurrers .brought the defect in that pleading under review. The principle has no application where the defect is one of form and not of substance. *

The alleged defect in the declaration will be considered in connection with the error assigned relating to that subject. But if the court decided erroneously, the company waived the error by pleading over in bar.' If it were desired to bring up the judgment upon the pleadings for examination .by thib court the company should have stood by the demurrers. In the proper order of pleading which is obligatory a plea in bar waives all pleas, and the right to plead, in abatement.†

The bill of exceptions which brought upon the record the refusal of the court to instruct the jury that the plaintiff was not. entitled to recover, exhibits, among others, the following facts: Harris contracted, paid his money, and received his tickets at the city of "Washington. The tickets consisted of three coupons — one for his passage from Baltimore to Columbus, Ohio; another for his passage from Washington Junction to Baltimore, and the third for his passage from Washington City to Washington Junction. It is necessary to consider only the two last mentioned. They are both headed “Baltimore and Ohio Railroad,” and signed “L. M. Cole, general ticket agent.” Above the coupon first mentioned is this memorandum: “ Responsibility for safety of person or loss of baggage on each portion of the route is confined to the proprietors of that portion alone.” Each coupon has printed on its face the words “ Conditioned, as above.” The coupon last mentioned gave Harris the rignt of passage over the lateral branch both in the District of Columbia and in Maryland. The second coupon gave him the same right in respect to the main stem both in Maryland and in Virginia.

The instruction asked for assumed erroneously that there were two corporations under the same name, one of them in Virginia, and that the latter was liable and alone liable to the plaintiff The attempted limitation of responsibility by the memoranda at the head and on the face of the coupons proceeded upon the same erroneous assumption as to the duality of the corporate ownership of the roads.

These views are sufficiently answered by what has been already said upon the subject. But if we concurred with the counsel for the plaintiff in erro, we should then hold that the agent who issued the coupons was the agent of both corporations; that the contract Avas a joint one; and that it involved a joint liability, unless the knowledge of the memoranda on the coupons and the assent of the plaintiff" were clearly brought home to him. * In all such cases the burden of proof rests upon the carrier. † The bill of exceptions does not show that any testimony was given upon that subject. The court was asked to assume that the limitation on the-face of coupons was itself conclusive, and to instruct the jury accordingly. But having held the unity of the corporation, of the proprietorship of the roads, and of the contract, it is needless further to consider the case in this aspect. The instruction asked for was properly refused.

The jurisdiction of the court was not governed by the 11th section of the Judiciary Act of 1789. It did not depend upon the citizenship of the parties. It was controlled by acts of Congress local to the district. A citizen of the district canuot sue in the Circuit Courts of a State. * If a corporation appear and defend in a foreign State it is bound by the judgment. † If the declaration were insufficient, the additional averments in the replications admitted by the demurfer to be true, cured the defect. ‡

Judgment aeeirmed.

New Jersey Steam Nav. Co. v. The Merchants’ Bank, 6 Howard, 383; Brown v. Eastern Railroad Co., 11 Cushing, 97; Bean v. Green et al., 3 Fairfield, 422; Dorr v. The New Jersey Steam Nav. Co., 4 Sandford, 136; S. C , 1 Kernan, 485.

Angel & Ames on Corporations, § 404, 405; Flanders v. Ætna Ins. Co., 8 Mason, 158; Cook v. The Champlain Transportation Co., 1 Denio, 98.

Notes

*

18 Peters, 558.

†

Lafayette Ins. Co. v. French, 18 Howard, 405.

*

Louisville, Cincinnati & Charleston Railroad Co. v. Letson, 2 Howard, 497 ; Marshall v. The Baltimore & Ohio Railroad Co., 16 Id. 329 ; Ohio & Mississippi Railroad Co. v. Wheeler, 1 Black, 297.

†

10 Howard, 392;

‡

1 Black, 297.

*

Blackstone Manufacturing Co. v. Inhabitants, &c., 13 Gray, 489; Bank of Augusta v. Earle, 13 Peters, 588.

†

Page 658.

‡

1 West Virginia, 308.

§

3 Id. 819.

*

Aurora City v. West, 7 Wallace, 82.

†

Young v. Martin, 8 Wallace, 354; Aurora City v. West, 7 Id. 92; Clearwater v. Meredith, 1 Id. 42; 1 Chitty’s Pleading, 440, 441.

*

Bissell v. Michigan S. & Northern Indiana Railroad Co., 22 N. Y., 258; Champion v. Bostwick, 18 Wendell, 175; Cary v. Cleveland & Toledo Railroad Co., 29 Barbour, 35; Quimby v. Vanderbilt, 17 N. Y. 306; Najac v. Boston & Lowell Railroad Co., 7 Allen, 329; The Great Western Railway Co. v. Blake, 7 Hurlstone & Norman, 987.

*

Hepburn v. Ellzey, 2 Cranch, 445.

‡

Lafayette Insurance Co. v. French, 18 Howard, 405.