*1 & SAN FRS’CO RAILWAY u JAMES. LOUIS ST.
Statement of the Case. SAN FRANCISCO RAILWAY LOUIS AND COM- ST.
PANY v. JAMES. THE COURT APPEALS FROM CIRCUIT OF FOR THE CERTIFICATE CIRCUIT.
EIGHTH 242. Submitted October Decided March 15, 1896. 2, 1896. No. corporation, indisputable legal presumption that state is an a when There States, composed suing is sued or in a Circuit Court of the United of corporation it, a of and hence such is citizens the State which created provision of Constitution of itself deemed to come within that in United confers Federal courts States which ' “ of different States.” controversies between citizens competent corporation organized under the It is for a railroad one by so to the consent of the State which created when authorized do it, accept authority its to extend railroad into from another State control, powers by grant lease such State and to receive own subject purchase, therein, itself to such rules and railroads and to State; regulations may prescribed by legisla- and such as be the second not, part absence inhibi- tion on the is in the of two or more States prohi- tory legislation by Congress, regarded the constitutional as within agreements compacts bition of States. between legislative Such each the States whose treated grants accept corporations. they as domestic presumption composed of citizens of The the State is accompanies it does business in created when another courts in the Federal in such and it sued sue original other State its creation. a citizen State law, That citizenship allega- to be defeated presumption of one of tion or contrary. evidence to the provision 13, 1889,that a The March Arkansas statute purchased a leased or railroad in had another State which provided Secretary Arkansas of State of filed with act, incorporation, copy should become articles certified its corporation Arkansas, corpo- an to create Arkansas not avail does provisions, complying ration those foreign out of a such a of Arkansas sense as to make it within meaning a citizen Constitution, subject in the Federal Federal it to suit courts sitting brought a citizen of the State of origin. error, On Etta defendant James, December 24, 1892, Western Court for the Dis- brought this action Circuit YOL. CLXI—35 TERM, 1895. .
Statement of the Case. the St. Louis and San Arkansas trict Francisco error, in main- Company, plaintiff negligence Railway at in' Monett, a switch target Barry County, taining *2 its Missouri, so near tracks that her husband State was it on 3, 1889, killed while July and as a struck employed Her on one husband re- fireman company’s engines. and died intestate. The defendant in at Monett error sided heir widow and sole at her and no husband, was law of his estate in was Arkansas. administrator She appointed of $5000. judgment recovered the defendant in error,
Etta resided at James, Monett, .and State of Missouri. Monett is a citizen a station in on the railroad of the about- error, Missouri, fifty from the southern border of that State. miles Louis and San Francisco St. The Railway Company and under the laws of the State of incorporated organized and soon 1876, thereafter became the Missouri owner of since owned a railroad in and has ever that State operated from Monett to the southern border southerly extending of Missouri. the State 11 of Article XII of the
Section constitution of the State of — which was Arkansas, adopted provides be authorized to do. business in “Foreign corporations may under such limitations and restrictions be this Provided, law: That no such shall do prescribed in this while it maintains State, business therein one except any known an authorized or more business places or agent same whom and, be served; process may agents made or business done this State, contracts shall as to they same and liabilities limitations, regulations, subject this and shall no or like exercise other or franchises than be exercised privileges, powers, greater State; nor shall have like corporations they power or to condemn appropriate private property.” 1 of Article XVII of that constitution Section provides —that “ railroads, canals, shall be All turnpikes public high- railroads and all canal shall common companies ways, RAILWAY' t>. JAMES. & SAN FRS’CO of the Casé.
Statement or association organized carriers. Any to construct and have a rail- shall right operate purpose within and to between connect at road any points of other line with railroads States.' railroad the state Every shall have the with its road to con- intersect, right or cross other and shall road, nect receive trans- with, any each other’s cars loaded or passengers, port tonnage, or without discrimination.” delay empty, 8 of an act Section passed by general assembly entitled An act relation to State of certain rail- March roads,” 1881, (Laws Arkansas, 1881, approved — at No. 43, p. 83,) provides “That every corporation incorporated of this whose road is constructed wholly, part, authorized to sell, lease, otherwise hereby operated, road, of the whole dispose part ways, rights franchises thereto and its other belonging, way, *3 to railroad or to rail- any connecting company, property, any road now or hereafter under the laws organized of this or other such terms and State, conditions as any upon be the board of of said directors agreed corpora- and ratified a two thirds vote of the issued tions, capital thereof, stock and to receive the bonds or stock of the pur- in whole or of such chasing corporation payment part pur- and be formed for the of chase, corporations may purpose or or of the whole railroad, any any purchasing leasing part and. such or shall be stated in articles of associ- purpose object which shall be and filed in ation, executed office of the of the same to be as near State, as be accord- Secretary ance with section All 4918 Gantt’s shares of stock Digest. issued of such shall be deemed to be full payment purchase and number and shares, amount of shares so to be paid issued shall stated articles of aforesaid association, and said articles shall be otherwise if altered, so as necessary, to conform to the facts.”
Section of the act same that— provides railroad or under the laws Any company incorporated by other and a line of any State, railroad or built, having TERM,
Statement the Case. or near of this State, and desir- built, any boundary partly into or its line of railroad this State, to continue through ing branch thereof, or any may, purpose acquiring build or railroad, lease, its line purchase, right prop- and lands, tenements, immunities, fran- erty privileges, rights, railroad laws of any chises organized company which said lease or shall it the this State, purchase carry eminent domain held and said at acquired by right company or sale, the time of lease thereafter hold, use, maintain, the said railroad leased construct, own, so build, operate and to the same or extent as purchased fully company under the of this or could have organized might and the done; such its cor- rights powers company, and used railroad name, may held porate foreign will best subserve its and the purpose, building line of but before shall be railroad; said such lease sale any made, under the laws of this by any company organized thirds in amount of the two stock issued at a shall, capital — of the stockholders thereof of which meeting sixty days’ shall be notice some at the given city newspaper published Little such other elsewhere as Rock, papers published — and directors of such direct assent president company may thereto; railroad under the laws any company organized State, and a line of railroad built, any having partly built, to continue any boundary desiring its line of branch road, into or any thereof, authorized when it do, so hereby empowered shall have lease or acquired by purchase corporate rights, franchises of privileges, and.
manner herein this State, formed under the laws provided, and such railroad a certified company, copy upon filing *4 articles of or the act incorporation, special incorporating same, shall have, and all possess, powers, enjoy rights, and franchises, immunities to railroad privileges, belonging formed under corporations of this laws general which are not in conflict of this with the laws constitution or but with, herein State; contained shall nothing interfere under railroad abridge right corporation acquired & FRS’CO RAILWAY v. SAN JAMES. of the Case.
Statement In ... all other 4942 of Gantt’s matters section Digest. shall be to all said subject foreign pro- in relation to railroads, all acts liabilities and visions of and sue and be sued in forfeitures thereby imposed, and manner as other railroad same corporations, subject shall and an office or same service of offices in process, keep section 11 of article 12 of the con- said required and an whom stitution this agents upon agent like and with the force effect served, as is process may two section act.” this provided process service At the the accident time of plaintiff complained n error owned and the railroad from the southern bor- operated der of the State of Missouri to Fort the State of Smith, in connection with its line from Monett Arkansas, original formed and the Missouri these roads were border, operated of. as a continuous line railroad from Monett to Fort Smith. That continuous line of railroad which was portion had built situated Arkansas been by corporations organized under the of that In State. incorporated year 1882 the Louis and San St. Francisco Eailway Company pur- chased from .these Arkansas the act of corporations, March the railroad from the- southern 16, 1881, extending Fort border of Missouri to all the rail- Smith, all unconstructed, constructed fran- roads, ways, these Arkansas chises, had. property corporations These Arkansas have since maintained their corporations sep- arate have organizations time of to the no railroads. From operated purchase has this continuous time the in error present operated Smith, line of railroad to Fort Arkan- from Missouri, Monett, and other sas, has all stock owned appurte- rolling nances used this railroad. An act of the State of Arkan passed assembly general “ An of railroad
sas, entitled act to the consolidation relating and the rail companies purchasing, leasing, operation and to and five of roads, three, four, sections one, two, repeal d an act An act to entitle foreign corporations prohibit 22, 1887,” March railroads this State,’ operating approved *5 TERM, 1895. of the Case. Statement Laws of act at Arkansas, 1889, 34, 13, 1889, March approved 43, follows: provided p. “ and five of an one, two, three, four, That sections Sec. 1. ‘An act to entitled foreign act prohibit State,’ in this March railroads approved operating and the same'are hereby repealed. State, under railroad this company existing Any Sec. its road, sell or lease laws, or property, special general railroad other any company franchises duly organized under laws of other State or Territory, any existing with the or shall so connect leased line of railroad pur- whose or as to otherwise road ferry, practically chased by bridge, railroad railroad, line any form continuous company or laws under in this State existing general special may buy or otherwise railroad with any railroads, or or lease, acquire, arid franchises thereto all the rights, privileges, per- property, or bonds, or the stocks the bonds guarantee taining, buy or or railroad company companies incorporated any organ- or without this State whenever roads of such ized within thereof form in a continuous shall operation companies That before such or line or lease sale Provided, lines: any and ratified it must be or valid, approved by persons holding two thirds stock each of such capital representing . at a stockholders’ called respectively, companies meeting railroad under the any purpose; company existing other or or laws any Territory may general special or or otherwise railroad or lease acquire any railroads,, buy of which is whole or all the part rights, and franchises thereto or the stock pertaining, buy privileges, the bonds of or railroad bonds, guarantee any company or under the laws of this when- incorporated organized the roads form in ever shall companies operation continuous thereof a line or lines: Provided, That the road so shall or with the purchased parallel competing road; railroad under' purchasing any company existing other State or laws extend and Territory may any railroad, into or construct this State: Provided That any further, agreement any existing & SAN FRS’CO «. RAILWAY JAMES. Statement the Case. or or other State general special any to lease or
or Territory, buy appurtenances, stock the bonds rail- buy bonds, guarantee *6 road and within this company incorporated State, organized heretofore executed the officers of such by proper companies and ratified the thereto, the assent of by companies parties by two thirds stock in each of such persons holding capital at a of stockholders such called companies, expressed meeting for that shall taken held to be be from purpose, binding date the of its execution: in Provided That further, nothing the or shall be held construed curtail- foregoing provisions the or of State counties which said consoli- ing right dated, or road or roads leased, be located to purchased taxes the collect same levy stock upon rolling in with the thereof, rata, of pro conformity provisions of laws this State Provided That upon subject: further, railroad, before of other State or any corporation any Territory shall to avail itself of the permitted benefits this or act, thereof, such part shall file with the any corporation secretary State this State a certified of its articles of incor- copy if under a law of poration, such State or incorporated general or a certified .Territory, the statute laws such State copy or such where the charter Territory incorporating company, of such railroad statute corporation granted special such State; and of such articles of upon filing incorpora- or tion such charter, with a map profile proposed line, law railroad paying prescribed fees charters, such railroad to all intents shall, company pur- become a railroad of this poses, corporation State, subject all of the laws of the now in or enacted, force hereafter the same as if in this formally incorporated State, anything its articles of or notwith- charter to incorporation contrary . and such acts on such shall standing, part corporation be conclusive evidence of the intent such create and become domestic And provided corporation: That further', railroad other every State, any has which heretofore or leased railroad this purchased any .State, shall, within this days act, sixty passage TERM, 1895.
Statement of Case. of its articles of certified file a or duly copy incorporation this State, with the State of secretary shall,- charter become this State, anything thereupon, or charter to the notwith- contrary articles incorporation and in all suits or instituted against proceedings any standing, be. served upon such corporation process agent in this of .such corporations agents that- is authorized manner law to the same process of railroad this State served agents under the of this State. organized existing which has heretofore Any foreign corporation “Sec. constructed, or now leased, purchased, acquired operates within, shall after sixty days thereof, of this act the provisions comply passage filing or of of its articles act of' incorporation special copy in the office of legislature incorporating of State of and for secretary every day *7 fail shall to with the provisions such company comply one it shall thousand which dollars, this act pay penalty.of be recovered the district a civil attorney penalty in the court in instituted action proper any county through thereof, so-owned, railroad or which such any part purchased, leased, acquired, operated foreign company may be located. act 4. This shall take effect a.nd be in force from and Sec. after its passage.” 6, 1889,
On St.-Louis San Francisco May Railway with the filed --of State of the State of. secretary .Company certified articles of Arkansas duly copy incorporation Missouri, the laws of said act March under 13, required by has never been otherwise 1889, incorporated organized . of the State of Arkansas. in error raised ob- The plaintiff properly seasonably that that court had no Circuit Court jection jurisdic- on the this action that in error tion of ground plaintiff citizen State of but a citi- Arkansas, was not the. of Missouri, the State of which State the defendant in zen of ' a resident and also citizen; érror was & SAN FRS’GO JAMES. RAILWAY of the Case.
Statement error waived its sued the dis- personal privilege being trict of which it was an inhabitant. The raised to the below was, objection by proper exception ruling error, to the Circuit Court assignment presented for determination. Appeals
And the said United Circuit Court Appeals, of. the end that it decide this and other might properly questions in this case which are arising duly presented by exceptions of error taken the said assignments and'filed, properly desired the court, instruction of the Court Supreme United States following questions:
1st. In view of the of the act of the provisions general of Arkansas, March assembly 13,1889, did St. approved. Louis and San Francisco a cer- Railway Company, by filing tified of its articles copy under the laws incorporation of Missouri with the "of State and con- secretary Arkansas, its railroad tinuing operate become a through citizen of State of Arkansas ? 2d. view of In, act of the provisions general of Arkansas, March did the assembly 13, 1889, approved St. Louis San Francisco Company, by filing Railway certified of its articles of under the laws copy incorporation of Missouri with the and con- Arkansas, secretary its railroad become tinuing operate citizen of so State of the Circuit give Court of the United States District of Arkan- Western sas defendant in error action, was and is a ? citizen of State of Missouri
3d. In view of the act of the general provisions March did the assembly Arkansas, approved *8 St. Louis San Francisco Railway Company, filing certified of of under the laws its articles copy incorporation of Missouri with and con-' of State of Arkansas, secretary its become a tinuing operate citizen of the State of so as Circuit Arkansas, give Court of the Arkan- United States for the Western District of sas of defendant in error action, and is a resident and of citizen the State Missouri, TERM, 1895.
Opinion Court. of the in the State Missouri, action accrued arose cause from the that resulted operation accident rail- from an in that State? road of the.company set did forth,. facts hereinbefore In 4th. view Statés for the Western District United Circuit Court of this action? of Arkansas have'jurisdiction A. Mr. Kenna, Mr. T. E. D. Peek, Britton, R. Mr. George for error. Browne, Mr. A. B. Mr. J. M. Mr. H. Haekett, Frank W. C. Clendenmg, Mr. for defendant error. F. A. Youmans and Mr. Meehem, the case, after delivered the stating Shiras, Justice Mr. of the court. opinion of Missouri, the State as a citizen of hav- James, Etta the St. Louis San Francisco action' against a cause ing of the State of Missouri, Company, Railway in the the latter courts that State, sue could, course, course, could not sue such state in the equally, for District'of States Missouri. United Court Circuit of Missouri, of the State citizen she, lawfully Can action Circuit Court of the United her cause of assert Arkansas St. Louis for the District States that the latter Railway Company showing Francisco San itself conferred rights privileges had availed on railroad of other of Arkansas the State borders and within her with the terms and complying coming ? of her conditions statutes ourselves must
Before addressing directly question, cause-of action, conceded plaintiff’s though arising in its Missouri, nature, and that the St. Louis transitory Francisco Railway and San Company, though denying it in to sue Circuit Court right plaintiff’s in the dis- sued statutory only privilege being waives it has its habitat. in which trict settled, begin with, It must regarded, finally of this court, that, decisions juris- purpose repeated *9 RAILWAY v. & SAN FRS’CO JAMES. 555 Opinion of the Court. a state courts, in the Federal is
diction deemed of citizens of such State. to be is composed indisputably far true without so from the that, Federal objection equally whether it has become cus- judicial, legislative authority, to the State for a a railroad adjacent creating tomary to such to grant authority corporation, legislatively foreign — its to enter its road to make run- territory — with its own railroads or lease arrangements buy ning consolidate with the them or to them. companies owning case, in the such is Sometimes, present foreign corporation terms condi- declared, prescribed acceptance of such a domestic tions, adjacent become all the be endowed with rights privileges similar created such State. enjoyed corporations rule that We state have said already of citizens of the States are undisputably composed creating them view of the now be- But, settled. finally of the it review some us, fore be well to cases. briefly Deveaux, the United States v. In the case Bank of an action had been where 61, 87, 88, brought against Cranch, Court of of the State of Circuit citizens Georgia for the District of United States Georgia, by petition of the Bank directors, president, that the United wherein it was States,” petitioners alleged it was held were citizens of the that a Pennsylvania, of one of citizens corporation aggregate, composed citizen, in the Circuit Court of sue another State Marshall, United and Chief Justice States, giving court, said: “Substantially opinion essentially, the members of the case, where parties corpora from the tion are aliens or citizens of different State oppo site terms come within party, spirit conferred on national the Constitution tribunals.”
Before be noted this case should United leaving of the State of States Bank was not a corporation Pennsyl- decision, but of the United States: The vania, therefore, was the effect that where that a corporation plain- appeared of its tiff, regardless aliens or origin, composed TERM,
Opinion of the Court. defendant, from the plaintiff, different State citizens could make aver- in its name, suing corporate *10 were the who ment that the individuals corporation composed averment, and such or citizens a different such aliens The not sustain the if would traversed, principle jurisdiction. the real of the makes the individual parties case corporators to the suit. 2 How. Letson, 497,
In
Railroad v.
Louisville,
&c.
Cincinnati
of the United
the Circuit
555,
action was
Court
brought,
an
a citizen
the
for the District of South Carolina,
States
a
whose members
York
State of New
A
to
to
were
be citizens
South Carolina.
plea
alleged
defend
there
members
set
that
were
was
jurisdiction
up
State of South
ant
who were not
citizens
York or South
but of
than New
another State
Carolina,
In
Bank
the United
case,
Carolina.
opinion
and that
JDeveauxwas
to have
too far,
States v.
said
gone
drawn
had
and inferences
been argumentatively
consequences
it
said that
from it
not
and was
followed,
ought
created
a
its functions
“a
perform
suable there,
under the
of that State
only
authority
;it
have members out of the
seems
us
though. may
one,
to be a
an artificial
be
inhabiting
person, though
that
and, therefore, entitled,
purpose
longing
sued,
a
of that
to be deemed citizen
State,”
suing
being
overrul
Court,
Circuit
accordingly
judgment
the.
to its
was sustained.
ing
plea
jurisdiction,
advanced seemed to do so, was said that were extra- they and, judicial, therefore, authoritative. Several dis- judges but the sented, Mr. court, Justice speaking through Grier, held if the declaration set forth facts which the citizen- ship parties may presumed inferred, legally is sufficient. The from the habitat of presumption arising of its creation conclusive place as. being to the residence or of those who use the citizenship corporate name and exercise faculties conferred it, the allegation ‘ the defendants are a the act of the body corporate by is a sufficient averment assembly Maryland,’ general of, the real defendants are that State.” citizens Co. In Covington Drawbridge How. Shepherd, Chief Justice the court, said: Taney, “The speaking as to the of the courts of the United cases where party, argued *11 and considered in this the first in the court, time, cases Insurance the Boardman, the Bank v. and of Hope Company the United States v. Deveaux, 5 and 57 61. These Cranch, two cases were at the same as term, were, argued appears the decided at the same time. And in the report, last-men tioned case the court held that a suit or a against corpo ration, its this court look name, corporate might beyond the mere which the charter legal created, being regard as a suit the individual brought by against who persons the and an composed averment were corporation; they citizens of a State such was the (if would be particular fact) sufficient to to a court of States, the United give jurisdiction the suit was in name, the and the although individ corporate ual were not named in or the the suit corporators averment.. “ But in the case of the Louisville Railroad v. Let- Company son the court overruled as much of this as authorized opinion a to in abatement that one or more of the .plead of a corporators, were citizens different plaintiff defendants, members, State from the one described, and held that the must be corporate be citizens of the body presumed State in which the was both domiciled, were it. And that parties inasmuch. estopped denying TERM, 1895.
Opinion of the Court. to the individ- were not suit their parties the corporators as as members characters, merely component parts ual which the charter created, legal entity body to be so far as its who composed presumed, members ought are concerned, reside where and liabilities contracts was fixed and where alone law, of the body domicil they and to the and for extent, as one same act person; could citizens of the be also State from regarded same purposes, its derived its existence and faculties legal being and powers.” Ohio & cases were reviewed Mississippi
The previous Black, That was the case of Wheeler, Railroad the Circuit Court the United States action an brought Wheeler, of Indiana a citizen of that District due on amount his to stock to recover subscription Railroad The Ohio declara Mississippi Company. “ and directors of tion described plaintiffs president Railroad the Ohio Company, Mississippi Indiana and Ohio, created by in Cincinnati, of business principal place having a citizen of the State of Ohio.” Ohio, The defend jurisdiction by alleging pleaded ant of the State of Ohio in the although company, been an had act of instance, first incorporated by assembly Indiana, had become thus the State body corporate he State whereof citizen. the same thus raised on certificate of a division The question between the Court, Circuit judges of opinion brought answered court, and was as follows: in the cor- This suit indi- *12 is, of-law, name suit of the contemplation porate must, who and be it, therefore, vidual compose regarded persons suit in which treated as a citizens of Ohio and Indiana and are in an a action citizen of the last plaintiffs against joined State. Such an action cannot be in mentioned maintained the where States, United of the court case jurisdiction on the of the in And, citizenship depends altogether parties. it make no suit, can difference whether the plaintiffs in or names, their own and sue name proper by corporate v. FRS’CO RAILWAY JAMES. & SAN LOUIS ST. Opinion the Court. averments described. The are which they by
style claim to to. plaintiffs would seem imply declaration and have been endued body, have been created corporate it faculties possesses by cooperat- with the capacities to .be one and the same States, the two ing legislation it were the case would not If this in both States. legal being suit. But such a cor- affect the of jurisdiction existence of-the can have no principles legal poration of this court the case of under the decision common law or v. Earle. is true that a the Bank It Augusta of the have been the name and appears by style plaintiffs clothed of Indiana and with the Ohio, chartered and intended same accomplish capacities powers, in the laws of those same it is States as objects, spoken one same powers body, exercising fulfilling corporate it has no in both Yet existence the same duties States. legal State. And the law of the either State, neither except it existence confer on other, could corporate to be there nor add to diminish the exercised. powers of and may, indeed, represent, composed corpo- But the rate natural name, entity the same legal persons. can no have law, which force existence exists person, it of the State sovereignty limits beyond brings into life its faculties The and endues powers. Ohio and Railroad directors Mississippi president a distinct and are, therefore, corporate separate Company name in from the same Indiana body body corporate in a as one and the same suit Ohio, and cannot they joined character a citizen a suit in that nor maintain against plaintiff, Court of United States. of Ohio or Indiana in a Circuit . . And Circuit Court has . we shall certify on the facts no of the case presented pleadings.” U. Alabama, & Railroad S. Charleston
Memphis the State of Ala had been where an action brought by in a court of that for the use of a of that bama, county road whose passed through of a to recover the amount tax that State county county, *13 TERM, 1895. 560.
Opinion of the Court. and the cause was removed assessed its into property; upon for the Court of the United States Northern Dis- the Circuit motion the was cause remanded Alabama; trict of upon that the defendant, to the court although state ground was a the State also, Tennessee incorporated court below On error the was of Alabama. judgment said: Mr. Justice “The and this affirmed, eourt, Gray, per the State has Alabama, a defendant, being entity person, except no existence this State legal State; force its incorporation by under must, in the Tennessee, also State incorporated although Alabama, be considered a all the State within doings t|> which cannot sue or be sued of Alabama, citizen of of the. of Alabama in United another citizen courts States.” & Railroad v. Wheeler, Ohio Mississippi case,
In 13 Wall. Whitton, Railway Company Black, 286, and of been noticed, has cited. The former were already it from the be said, way distinguishing latter it was that a citizen of Illinois that while held case, present Wis the railroad the Circuit Court of sue company might had been likewise consin, although incorporated company , — nor Illinois, the cause of action arose in Wisconsin yet does it in the what was the that case charac appear report was ter which the Wisconsin legislation by nor -the considered. created, now before us there Missis Ohio & also observable latter case v. Wheeler was cited with sippi approval. Railroad One the case of was before court phase subject Railroad, Co. v. St. Louis &c. S. Pennsylvani 118 U. A had suit been in the Circuit Court brought Louis, the United District of St. Indiana, by Alton, and Terre Haute Bailroad alleging Company, of the State under the laws corporation organized and a citizen Illinois, Indianapolis against St. the laws Louis company, corporation organized the State of citizen Indiana, of that State, other of Indiana, mentioned the bill as citizens & SAN FRS’CO RAILWAY v. JAMES.
Opinion of the Court. or of States than Illinois. An other objection jurisdic- *14 tion made on the Louis, was the St. ground Alton, Terre Haute Railroad under laws of Company organized Illinois and Indiana, both was therefore a citizen of the latter State. In this court Mr. said, treating question by Miller: It Justice’ does not seem to admit of a of one corporation business owning property doing in another State the latter, of does not become by permission a citizen of this State And also. of so corporation Illinois, authorized its laws to build a railroad across the State from by River to its eastern Mississippi boundary, may by permis- sion State of Indiana extend road its a few miles within the limits of the or, latter, indeed, entire State, . . . without or a citizen thereby becoming corporation of the State Nor does it seem to us that an act Indiana.. of the legislature conferring upon corporation Hlinois, its Illinois such by name, enable it to use corporate powers and control of the road within State of Indiana part as have been it conferred on the State which created by it, constitutes it a of the State of Indiana.
not be in all such cases to between the easy distinguish purpose to create a new which shall owe its existence to the law or statute under and the intent consideration, to enable in existence under laws of another corporation already State to exercise functions in the State where it is so -The class of laws are received. latter common authorizing insurance companies others banking do companies, than business other States those which have chartered them. To make such a of another must creation or such language imply adoption form as to confer the exercised over usually power corpora- tions and such allegiance legislature, aas state owes to its creator. The mere grant to it as an without privileges powers existing corporation, does not do and does not it citizen of more, this, make State conferring powers.”
So Nashua Railroad v. Lowell U. S. Railroad, held that railroad created or more two corporations,
VOL. CLXt—36 TERM,
Opinion tlie Court. in their interests, States, though joined operation in the issue of their and in roads, stock, the division their to be a so do their practically single corporation, profits, their but each has its existence and its not lose identity; virtue in the courts country only by standing the State which was and the created, union legislation officers, business does name, property change character as their distinctive corporations. separate all these cases To reconcile used expressions fully but we think the task, be no would' easy following proposi- deduced from is an them: There tions fairly indisput- that a state when sued or able legal presumption corporation, in Circuit Court of the is United.States, composed suing and hence it, which created such a cor- citizens within that itself deemed come provision poration *15 of the United States which confers jurisdiction Constitution “ of in controversies between citizens courts the Federal different States.” for a railroad organized is corporation
It competent so do the con- when authorized to State, one of by the laws to it, which created authority of the State accept sent into, and to to extend such State another State its. own and lease or control, powers receive a grant' by and to itself to such rules therein, railroads subject purchase, be as second State. by may prescribed and regulations or is not, on two more States part Such legislation as legislation of inhibitory regarded the absence Congress, com- constitutional prohibition within agreements States. between pacts be treated each may
Such corporations domestic as they corporations. accept grants whose legislative of citizens composed corporation The presumption such created it accompanies the State be in another and it sue or State, business does when in súch other State a citizen Federal courts as sued creation. of its the State original to extend the doctrine of now asked indisputable areWe if a of one so that indisputably citizenship, v. JAMES. RAILWAY FRS’CO & SAN LOUIS ST. Opinion of the Court. to be composed Federal jurisdiction, taken, purpose the law another is authorized such citizens of for local endowed, and to be therein, to do business State of a domestic all the privileges powers purposes, be to be deemed shall adopted corporation, in such a as of the second sense of citizens composed at the of a on the courts suit confer Federal creation. of the State citizen original of a doc- such an extension We are sanction unwilling to the established, trine as heretofore went very verge which, we have seen, That doctrine began, judicial power. that State were composed assumption them; which created but such citizens State assump- df tion was one of fact, allegation subject Federal courts traverse, and thus the jurisdiction might contest court, be defeated. after Then, long is one of law, that the not settled citizenship presumption to the to be evidence defeated by contrary. allegation .There we are content leave it. be case, should observed that, corpora- present
tion as such defendant was incorporated of Arkansas. The State was professedly legislation of other States. The with the railroad dealing “ constitution of Arkansas foreign corporations provides State under such authorized to do business law,” limitations and as may prescribed by restrictions to condemn shall not have appropriate private power they property.” in. the 16, 1881, March shown Section 5 of the act of *16 that railroad statement, any company,
preliminary provides of and State, or under the laws other any incorporated by near, or to or built, built, line of railroad having partly any State, and to continue its line this boundary desiring thereof, railroad into or branch or State, may, any build its line of rail- -to purpose acquiring right lease or lands, road, privileges, purchase property, rights, franchises of railroad com- tenements, immunities and any under the laws which said lease pany organized TERM, Opinion Court. shall with it of eminent domain purchase carry right held and at the of lease or said time acquired by company thereafter, and sale, own maintain, hold, use, build, construct, and the said leased or as railroad so operate purchased fully and to the same extent as the company organized laws of this State and done; might rights could.have name, such its powers corporate company, held will used such railroad best by company foreign subserve of said line of railroad. and the purpose building ., . . all In other said railroad matters foreign shall be of all in relation to to all the acts subject provisions the liabilities and railroadsj imposed, forfeitures thereby railroad cor- sue and sued in other the same manner as shall service of to the same porations, subject process, the con- an office or offices in State as keep said required stitution of this State.” Louis,
It was under the of this section the St. that provisions and San Francisco purchased Railway Company, the railroad built corporations already them from the southern of Missouri extending boundary Fort Smith Arkansas. These Arkansas have corporations since maintained their separate organizations that do is, therefore, railroads. operate obvious that the Missouri purchase by railroad and did not franchises of the Arkansas companies convert into it an Arkansas The terms corporation. statute show to an merely granted rights powers to exist as which was to continue existing foreign corporation, — such, certain conditions others subject only among an office in the State, so as to be keeping subject process of the Arkansas courts.
It is true that act of proviso subsequent to the second railroad cor section, was every provided other had theretofore leased poration within purchased any Arkansas, should, sixty days from the its articles file certified passage, copy act, state, or charter with the incorporation secretary shall become of Arkansas, anything thereupon *17 RAILWAY JAMES. 565 & SAN FRS’CO LOUIS ST. Opinion of the Court. not or charter to contrary in its articles of incorporation did the defendant it that company ; withstanding appears with the of of its articles file a incorporation accordingly copy of the effect whatever be of the state. But secretary com of such foreign legislation, way subjecting of Arkansas, control the local laws to panies regulation Arkansas cor to an we cannot concede availed create that it as to a sense out of a such poration foreign corporation of the Fed it make a citizen of Arkansas within meaning a suit eral Constitution it as such so as to subject an of such citizen its In order bring State of origin. and letter artificial within the spirit body of this court, the decisions Constitution, as construed by whose would to create out natural necessary persons, it could citizenship imputed creating case itself. But it is not present pretended were Arkansas, that natural citizens resident persons, in- created corporation, legislation question is im therefore the of the individual corporators citizenship to the putable corporation. in error, is of the defendant further on behalf contended, as a herself as the described below, that, plaintiff citizen
citizen defendant and the Missouri, company as in Mis- Arkansas, action, as the arising though cause for- thus souri, nature, its transitory jurisdiction the United conferred the Circuit Court mally left for District and that question only alleged was whether company, the defendant inquiry con- be a citizen of Arkansas, was responsible legally name, duct of the Missouri same rail- fact to be found responsibility supposed the common road both States was through running of both management companies.
But even if it common management be admitted that a a railroad two States, participation running both make and losses, might two earnings companies, cause tortious for a responsible, jointly severally, be maintained and that such action, cause action might TERM, 1895. Opinion: Harlan, Dissenting J. either
in the courts *18 still remains. The court defendant of the Federal was not that to be decided leave by content question plaintiff’s that it inwas law a of pleaded corporation allegations, therefore, an action Missouri, that, of could the State not in the Federal it, court, citizen of be maintained by against the defendant words, In other claimed that State. had itself to the while laws of that, voluntarily subjected and enforced courts interpreted by. of the State it still remained Missouri, corporation sued a citizen of that State disabled suing being by that such was not court, and and could a Federal disability state not be removed legislation. is that we answer these views second
The result ques- us in the Circuit Court Appeals tion put negctr renders it answer and this unnecessary other tive, questions. Harlan
Mr. Justice dissenting. this action is one of I am which the Cir- opinion United States for the "Western of the District of cuit Court take and that Arkansas could the fourth cognizance, properly the Circuit Court should propounded Appeals in the which case it affirmative; be answered will become to answer the other unnecessary questions. to which the case,
The statement certified questions does not show whether are distinctly appended, railway described, as a declaration, .company complaint (cid:127) Missouri or as a of Arkansas. But corporation corporation able it that who I take certificate did judges joined to ask this whether the court intend below had court juris- of an action a citizen of Missouri diction brought by of that State. must assumed that a corporation the St. Louis and San Francisco defendant company, Railway aas of Arkansas. is sued corporation Company, an Arkansas the name of the St. Is there corporation by Francisco ? The Missouri and San Railway Louis Company & SAN FRS’CO RAILWAY JAMES. Harlan, Opinion:
Dissenting. J. of the same-name with the Arkansas complied statute of March office the secre- by filing of State of Arkansas a tary certified of its articles of copy x if and, effect be to the incorporation, therefore, stat- given ute as a valid enactment became, also, Arkansas. This is made clear the last of section proviso two statute Arkansas “And further, declaring: provided other State has every leased or railroad in this State shall, heretofore purchased any within from the of this file a cer- .act, sixty days passage duly tified of its articles of or charter with the copy incorporation become and shall secretary thereupon its articles anything incorpo'rar tion or charter to the and in all suits contrary notioithstandmg, instituted *19 proceedings against any corporation, proc- be ess served of such the may upon agent agents corpora- tion in this State in the same manner corporations is authorized law to the be served process upon agents in this and organized existing the laws of this State.”. We have, then, two distinct one St. corporations, being Louis and San a cor Francisco Missouri Railway Company, and San Francisco other, St. Louis poration, Railway an Arkansas If a citizen of Tennessee, Company, corporation. on the St. Louis and San Francisco Rail being passenger in be Arkansas, way, injured negligent operated Arkansas, road in conduct of those who operated if that he could clear, sufficient, the amount in be dispute as a sue the St. Louis and San Francisco Company, Railway Arkansas, .under the organized Circuit in that State. The Court right sitting Federal maintain such is an Arkansas suit shows that there corpora tion distinct as the Missouri to its existence corporate the same and name, having, purposes suit, in Arkansas. citizenship
In sub case is not mentioned, particular just present & Railroad Ohio different from Mississippi stantially Wheeler, 1 of that case 298. The Black, report v. TERM, 1895. Harlan, Opinion:
Dissenting J. name of the and Ohio Missis that a corporation, shows was of Indi chartered Railroad Company, sippi “ said: Justice The Ohio. Chief Taney president and ana the Ohio Railroad Mississippi Company directors in Indi distinct corporate body separate is, therefore, of the same name Ohio, body from the ana corporate in a suit as one and the same plaintiff, cannot joined they a citizen of in that character Ohio a suit maintain nor court of the. United States.” If in a Circuit or Indiana the St. Louis and San had been suit brought against present both Mis incorporated Railway Company, Francisco under the decision souri complaint, its face, have a want of disclosed, would case, Wheeler and the one the defendant for, corporations, jurisdiction; citizens of same would be State. case, plaintiff, 65, 82, v. 12 Wall. the court said: Harris, Co. In Railroad make a reason one do we see any Nor why conducted, of another there State, as organized within own, of its ad hoc quo a corporation property That done was distinctly territorial jurisdiction. v. Wheeler, Black, held Ohio Railroad 297.” & Mississippi arose and decided in The same Com Railway point Wall. Whitton, 13 from the appears report pany more from the record, of that case, distinctly original I that the examined, which have and Northwestern Chicago was a and also Wisconsin, Railway Company The sued, of Illinois Michigan, respectively. court of as a Illinois. defendant Wisconsin, citizen of The incor Northwestern Railway *20 Chicago Company, The that case was, Wisconsin. whether question porated to the court, Wisconsin, was removable Federal sitting diverse decided the That was citizenship. ground It was in the affirmative. objected Chicago Northwestern a Railway although corporation Company, Illinois, was also Wisconsin, laws corporation court, which State citizen. This plaintiff speak “ Mr. Field, said: The answer to this Justice ing by position In Wisconsin, obvious. the laws Illinois have no is opera- & RAILWAY v. SAN FRS’CO JAMES. 569 Harlan, Opinion:
Dissenting J. is a and as such a The defendant citizen of tion. corporation, of that It is not there a the laws State. Wisconsin by corpo there citizen of other State. sued it can ration or a Being into court as a citizen of that State, whatever only brought be elsewhere. Nor is there its status" any citizenship may on much to but, view, contrary, thing support it, in the of the Ohio Railroad v. Wheeler, case & Mississippi 286.” to the decision of Wheelercase, 1 Black, Referring and Northwestern the court héld that Railway Chicago must be for all regarded, jurisdiction Company purposes in each in the Federal as a distinct courts, corporation of Wisconsin, Illinois,-and Michigan. 136 U. S. Railroad, 356, Nashua Railroad v. Lowell
So, it Was that a created held of the same name, the same Massachusetts, bearing composed the same stockholders, designed accomplish purposes not the same as a New corpora- Hampshire corporation, said: Iden- tion with the one in New The court Hampshire. an does not create of name, identity tity powers purposes in- other alike statutes, more than existence, any origin bodies, can different properly passed by legislative language, to owe to both. To each statute said their existence be but one it there can created legisla- tive paternity.” S. Dows, 447; are v. 94 U.
To the same effect Muller v. Bar 453, 457; Clark Vance, v. U. S. 450, Railroad Co. Blackstone Canal v. nard, 436, 448, 452; 108 U. S. Farnum Haute Railroad 1Co., Louis, St. Alton & Terre Sumner, 46; Bissell, Louis Railroad, St.& Indianapolis is I the defendant that if submit, confidence, as a distinct, of Arkansas, corporate wholly name, the same from the Missouri body, court determine controversy below to the fact that between the not defeated by present parties citizens of both are and the Missouri corporation Missouri. If this view be it results sound, plaintiff, of the United citizen of can Missouri, invoke the jurisdiction determine con- Arkansas, to States Circuit Court, sitting *21 TERM, 1895. 570 Opinion: Harlan, Dissenting J. the St. Louis and San her and Francisco between troversy of Arkansas. Railway Company, corporation that the cause of ac- here met with the ¥e are suggestion the of which in and that Missouri, tion injuries, arose in were committed Missouri the Mis- plaintiff complains, name the samé as pres- souri bearing corporation still remains in whether, But ent defendant. of the Arkansas to the St. view of the relations Missouri, Francisco Arkansas and San Louis Railway Federal sit- court, could separately sued.in of the court The below existed in Arkansas. ting If, of the diverse citizenship parties. reason court at the trial, disclosed opinion facts not to the liable Arkansas plaintiff upon it would dismiss the Missouri, action not cause arising but would direct the want jury action for jurisdiction, verdict defendant. return a to the Arkansas liable Was plaintiff, of action arose in Missouri ? It the cause albeit appears Missouri, Smith, the road from to Fort Monett, the record that has been as one con- years many operated The entire line is under the line. tinuous joint management and Arkansas In othér words, Missouri corporations. and San Francisco a Mis- Louis as Railway the St. Company, situated Missouri, manages property souri corporation, Arkansas situ- and, an corporation, manages property in Arkansas. ated both liable to the
Are not Railroad v. Jones and Pennsylvania Pennsylva authority 345? v. U. S. The facts Stewart, nia Railroad The these: were were injured case plaintiffs personally between a train of Midland railroad collision Virginia and a of the Alexandria and train Freder Railway Company The occurred near Wash Railway Company. injury icksburg on the tracks of the Alexandria and Virginia, ington Railroad The suit was Company. brought Washington latter which was then the hands company, against several other One receiver, as well companies. & FES’CO BAILWAY JAMES. SAN Harlan, Opinion: Dissenting J. *22 was whether was the case any company questions the one immediate the whose negligence
liable except Mr. court, This Justice the speaking cause of injury. the on Our views exceptions urged said: Shiras, respecting in error are briefly of the other expressed behalf plaintiffs from evidence which the There was jury follows: might railroad between the cities of Alexan infer that .the properly for and controlled the dria and managed Washington Baltimore and Potomac Railroad Com use of the common that the route lies between that portion (owning pany, the Alex and the south end Long Bridge,) Washington that (owning por andria and Washington Company, Railroad the end of the and St. south Asaph’s tion between Long Bridge and the Fredericksburg Railway Junction,) Alexandria line St. between Junction Asaph’s the Company (owning these that the de gross earnings Alexandria); companies, between Alexandria cmd rived Une Washington, Midland what the Railway Yirginia paid .including Company its trains over tracks these running privilege mails, received for went into what was the transportation after treasurer, were, him, hands a common paying the divided three accord among companies, expenses, operating rule not shown, to very definitely some apparently ing road; the miles track each that the oper proportion of the three officers were the and accounting companies ating train the was, the at time of that same; freight the on that road which collision, portion belonged the Alexandria Washington Company; engineer were Baltimore and and fireman Potomac employés that the was that of the Alexan Railroad Company; engine con dria and Fredericksburg Railway Company; of that ductor and brakemen were company; employés of a pilot that the train was employed charge passenger of an three arrange paid by companies, pursuance if the court facts, said, ment to that'effect.” These proved, of the three com warrant a finding joint liability would either can plaintiff. Consequently, panies sued. I am why, unable perceive principles TERM, 1895. Opinion: Harlan, Dissenting J. case, Arkansas not liable to the plain- received
tiff for injuries negligence personal The two have a com- Missouri corporation. unite in and a common mon they management treasury, and Arkan- situated Missouri road, lines operating road. sas, as one continuous did seem that the blush,
At first strange in one of Mis- Missouri of the courts sue of the court that cannot affect the .But souri. And is an Arkansas if defendant corporation. below, if the Arkansas to a cannot denied, her judgment right caused, Missouri, is liable for injuries be that the Missouri corporation. negligence in Missouri is covered by very line mortgages large *23 so Missouri amounts, corpora- judgment against That the reason be of no real value. is tion would perhaps suit the- Arkansas corpora- plaintiff brought why is material on this view not at all But, said, tion. already the present hearing. name an Arkansas
To sum There is corporation by up: Louis and San Francisco of the St. Railway Company; citizen of can be sued being corporation, Missouri; the court below has, a citizen of court below by determine be- any controversy jurisdiction consequently, different amount (the tween those citizens parties, which has been raised in dispute being sufficient) reason the Arkansas complaint; plaintiff’s corporation, relation to the-Missouri corporation operation, Mis- Monett, as one continuous of the lines road, connecting Fort is for the acts souri, Smith, Arkansas, liable defaults Missouri the management and, in Missouri; continuous road which lies part evidence, held, if the even" Arkansas liable, for want of not to be not be the case should dismissed in- the court should below, jury to find structed for the defendant. I
For these reasons am unable concur the opinion the majority.