§ 47. Corporations. For the purposes of the jurisdiction of a District Court of the United States, either originally or upon removal, a corporation is treated as if it were a citizen and resident of the State, by or under the laws of which it was chartered; or, as is generally said, it is conclusively presumed to be composed of the citizens of such State.1 The same presumption exists as regards a corporation chartered by or under the laws of a foreign country. A national banking association, so far as the jurisdiction of the Federal courts is concerned, stands in the same position as a citizen of the State in which it is located.3 A corporation organized by or under an Act of Congress when not a National Bank cannot invoke or be subjected to the Federal jurisdiction because of difference of citizenship. Where stockholders in a corporation are themselves joined with or against it as parties to a suit, the presumption does not ex

C. C. A. 25; Hill v. Walker, C. C..
A., 167 Fed. 241.

$ 47.
1 Louisville, C. & C. R. Co.
V. Letson, 2 How. 497, 11 L. ed.
353; Marshall v. Baltimore & O. R.
Co., 16
How. 314, 14 L. ed. 953;

Muller V.
Dows, 94 U. S. 446, 24
L. ed. 208; Steamship Co. v. Tug-
man, 106 U. S. 118; St. Louis &
Co. v. James, 161 U. S.

St. F. Ry.

545, 562,

ern Ry.

326, 47

40 L. ed. 802, 808; South

Co. v. Allison, 190 U. S.
L. ed. 1078; Barney v.

Globe Bank, Fed. Cas. No. 1,031
(5 Blatehf. 107); Terry v. Impe-
Ins. Co., Fed. Cas. No.

rial Fire

13,838 (3

British

Dill. 408); Purcell v.
Land & Mortgage Co., 42
Western Union Tel. Co.

Fed. 465;
v. Dickinson, 40 Ind. 444; Stanley
v. Chicago, R, I. & P. Ry. Co., 62

Mo. 508=

Generale

Barrowcliffe v. La Caisse des Assurances Agricoles et des Assurance Contre L'Incendie (New York), 1 City Ct. R. 151; Shelby Hoffman (Ohio), 7 Ohio Fox v. American Casualty

v.

St. 451;

& Security Co. (Pennsylvania), 12 Pa. Co. Ct. R. 207, 2 Pa. Dist. R. 158. See State corporation as party in Federal courts, by Judge F. E. Baker, 13 Am. Law Review, 7.

2 Merchants' Cotton-Press & Storage Co. v. Insurance Co. of North America, 151 U. S. 368, 38 L. ed. 195; Terry v. Imperial Fire Ins. Co., Fed. Cas. No. 13,838 (3 Dill. 408); Purcell v. British Land & Mortgage Co., 42 Fed. 465; Barrowcliffe v. La Caisse Generale des Assurances Agricoles et des Assurance Contre L'Incendie (New York), 1 City Ct. R. 151; Baumgarten v. Alliance Assur. Co., 153 Fed. 301; United States v. N. Y. & O. S. S. Co., 216 Fed. 61.

3 24 St. at L. p. 554; Petri v. Commercial Nat. Bank, 142 U. S. 644, 35 L. ed. 1144; First Nat. Bank v. Forest, 40 Fed. 705; Farmers' Nat. Bank v. McElhinney, 42 Fed.. 101; supra, § 28.

4 Bankers Tr. Co. v. Texas & Pac. Ry. Co., 241 U. S. 295.

tend to them in their individual capacity, although it still exists so far as the corporation is concerned."

The location of the principal or usual place of business of the corporation is immaterial; 6 even if all of its business is transacted, and all of its offices and places of business are situated, outside of the State where it was chartered; 7 and although it was organized for the purpose of doing business in other States.8

No such presumption exists in the case of a corporation which it is proved was organized for the sole purpose of bringing a controversy, in which its members were interested, within the jurisdiction of a District Court of the United States. But where it appeared, that the incorporation was in good faith for the purpose of taking title to land in another State in order to facilitate the sale of the land, although it was stipulated that a further reason was to afford an opportunity to invoke the jurisdiction of a Federal Court in any litigation begun by or against the land owners; 10 for several years prior to the suit in the Federal court, the original owner had discussed with counsel the advisability of conveying the land in question to a corporation, in order to be able to avoid individual liability for money bor

5 Dodge v. Woolsey, 18 How. 331, 15 L. ed. 401; Bacon v. Robertson, 18 How. 480, 15 L. ed. 499; Doctor v. Harrington, 196 U. S. 579, 49 L. ed. 606; Hanchett v. Blair, 100 Fed. 817, 41 C. C. A. 76; Dodd v. Louisville Bridge Co., 130 Fed. 186; UtahNevada Co. v. De Lamar, 133 Fed. 113, 66 C. C. A. 179.

6 Phinizy v. Augusta & K. R. Co., 56 Fed. 273; United States v. S. P. Shotter Co., 110 Fed. 1.

7 Pacific R. R. v. Missouri Pac. Ry. Co., 23 Fed. 565.

In Gould v. Texas & Pac. Ry. Co., 176 N. Y. App. Div. 818, held that such a corporation was a domestic corporation in the State where the charter authorized the incorporators to meet, and it maintained its executive offices where annual meetings

of stockholders and directors were held.

8 Baughman v. National Waterworks Co., 46 Fed. 4.

9 Lehigh Mining & Mfg. Co. V. Kelly, 160 U. S. 327, 336, 40 L. ed. 444, 447; Miller & Lux v. East Side Canal & Irrigation Co., 211 U. S. 293, 53 L. ed. 189; Southern Realty Investment Co. v. Walker, 211 U. S. 603, 53 L. ed. 346; Gelders v. Haygood, 182 Fed. 109, directing the disbarment of the attorneys unless within sixty days they dissolved the corporation and dismissed the suit brought in its name. Phoenix-Buttes Gold Min. Co. v. Winstead, 286 Fed. 855. See Kreder v. Cole, C. C. A., 149 Fed. 647; § 363, infra.

10 Doane v. California Land Co., C. C. A., 243 Fed. 67.

rowed to use in its improvement; 11 and where the property affected by the litigation was a small portion of that conveyed to the corporation; it was held: that the fact that the sole consideration for the transfer was the stock of the company, which had no other assets than that received from the grantors, whose citizenship was not diverse from that of the defendants, did not prevent the maintenance of the suit by the corporation in a Federal court. 12

No such presumption exists in the case of a de facto corporation, which never acquired a legal existence.13

18

A State is not considered to be a citizen nor can it invoke or be subjected to the Federal jurisdiction because of diversity of citizenship. A municipal corporation, such as a city,15 a township,16 or a county,17 or a public board, composed of public officers, which has been created a corporation by the State laws,1 is considered to be a citizen of the State within which it is situated, or to be composed of citizens of that State. An averment that the Board of Trustees of a State University was created by and exists under and by virtue of the law of a State, with authority to sue and be sued and to make and to use a common seal, without any allegation that it was a corporation created by and existing under the laws thereof, was held to be insufficient to sustain the jurisdiction of the Federal court on the ground of dicitizenship, where the citizenship of the trustees did not

verse

appear.19

Where a corporation, originally created in one State, after

11 Irvine Co. v. Bond, 74 Fed. 849. 18 Slaughter v. Mallet- Land & Cattle Co., C. C. A., 141 Fed. 282. 18 Gastonia Cotton Mfg. Co. v. W.

L. Wells

Co., 128 Fed. 369, 63 C.

C. A. 11 1; reversing 118 Fed. 190; ་ Mercer County, 7 Wall.

Cowles

67 Fed

lumbia

118, 19 L. ed. 86; Ysleta v. Canada, 6; Loeb v. Trustees of Cop., Hamilton County, Ohio, 37; New Orleans v. ShepLa. Ann. 268.

91 Fed. pard, 10

Title Guaranty & Surety Co. v.
State of
Idaho, 240 U. S. 136; De-

seret Water, Oil & Irrigation Co. v.

State of

California, C. C. A., 202

Fed. 498; Chicago, R. I. & P. Ry. Co. v. State of Nebraska, C. C. A., 251 Fed. 278.

15 Ysleta v. Canada, 67 Fed. 6; New Orleans v. Sheppard, 10 La. Ann. 268.

16 Loeb v. Trustees of Columbia Tp., Hamilton County, Ohio, 91 Fed. 37.

17 Cowles V. Mercer County, 7 Wallace, 118, 19 L. ed. 86.

18 Thomas v. Board of Trustees. 195 U. S. 207.

19 Thomas v. Board of Trustees, 105 U. S. 207, 49 L. ed. 160.

"

wards becomes compulsorily a corporation of another State, in order to extend its powers, and it is engaged in interstate commerce; it is treated for the purpose of jurisdiction, as composed of citizens of the State which first gave it corporate existence; 20 but it was said that unless the case arises under the Constitution and laws of the United States, the Federal court cannot adjudicate its rights or liabilities as a corporation of a State, citizens of which are upon the other side of the controversy.21 Otherwise, where a corporation is chartered by two or more States, it has generally been held: that it should be treated, for the purpose of jurisdiction, as composed of citizens of the State where the suit is brought; 22 but the rule may be different where the cause

20 St. Louis & St. F. Ry. Co. v. James, 161 U. S. 545, 40 L. ed. 802; Louisville, N. A. & C. Ry. Co. v. Louisville Trust Co., 174 U. S. 552, 43 L. ed. 1081; Southern Ry. Co. v. Allison, 190 U. S. 326, 47 L. ed. 1078; reversing 129 N. C. 336, 40 S. E. 991; Callahan v. Louisville & N. R. Co., 11 Fed. 536; Missouri, Pac. Ry. Co. v. Castle, 224 U. S. 541, 56 L. ed. 875; Atlantic Coast Line R. Co. v. Dunning, C. C. A., 166 Fed. 850; St. Louis & S. F. R. Co. v. Cross, 171 Fed. 480; Cummins v. Chicago, B. & Q. R. Co., 193 Fed. 238; Wilson v. Southern Ry. Co. (North Carolina), 36 S. E. Rep. 701, (overruling: Debnam v. South

ern

Bell Telephone & Telegraph Company, 126 N. C. 831, 36 S. E. 269; Layden v. Knights of Pythias, etc., 128 N. C. 546, 39 S. E. 47; and Mathis v. Railway Company, 53 S. C. 246, 257); Wilson v. Southern Ry. Co. (South Carolina), 41 S. E. 971, 64 S. C. 162; affirming on rehearing judgment, 36 S. E. 701; Mathis v. Southern Ry. Co. (South Carolina), 31 S. E. 240; Calvert v. Southern Ry. Co. (South Carolina), 41 S. E. 963, 64 S. C. 139; affirming on rehearing judgment 36 S. E. 750.

See Patch v. Wabash Railroad Co., 207 U, S. 277, 52 L. ed. 204.

21 Louisville, N. A. & C. Ry. Co. v. Louisville Trust Co., 174 U. S. 552, 563, 577, 43 L. ed. 1081, 1087, 1092.

22 Ohio & M. R. Co. v. Wheeler, 1 Black, 286, 17 L. ed. 130; Railway Co. v. Whitton, 13 Wall. 270, 20 L. ed. 571; Muller v. Dows, 94 U. S. 444, 24 L. ed. 207; Memphis & C. R. Co. v. Alabama, 107 U. S. 581, 27 L. ed. 518; Patch v. Wabash Railroad Co., 207 U. S. 277, 52 L. ed. 204; Minot v. Philadelphia, W. & B. R. Co., Fed. Cas. No. 9,645 (2 Abb. U. S. 323); affirmed in 18 Wall. 206, 21 L. ed. 888; St. Louis, A. & T. H. R. Co. v. Indianapolis & St. L. R. Co., Fed. Cas. No. 12,237 (9 Biss. 144); Horne v. Bos ton & M. R. R., 18 Fed. 50; Colglazier v. Louisville, N. A. & C. Ry. Co., 22 Fed. 568; Union Trust Co. v. Rochester & P. R. Co., 29 Fed. 609; Page v. Fall River, W! & P. R. Co., 31 Fed. 257; Phinizy v. Augusta & K. R. Co., 56 Fed. 273; Taylor v. Illinois Cent. R. Co., 89 Fed. 119; Smith v. New York, New Haven & H. Railroad, 96 Fed. 504; Walters v. Chicago, B. & Q. R.

of action arose in another State from that where it is sued.23