Ohio and Mississippi Railroad Company v. Wheeler
On a certificate of division of opinion between the judges of the Circuit Court of the United States for the district of Indiana.
This was assumpsit brought in the Circuit Court of the United States for the district of Indiana, against Wheeler, a citizen of that State, to recover the amount due on his subscription to the stock of the Ohio and Mississippi Railroad Company. The declaration described the plaintiffs as 'The President and Directors of the Ohio and Mississippi Railroad Company, a corporation created by the laws of the States of Indiana and Ohio, and having its principal place of business in Cincinnati, in the State of Ohio, a citizen of the State of Ohio.'
The defendant pleaded to the jurisdiction as follows:
'And the said Henry D. Wheeler, in his own proper person, comes and defends, & c., and says that this court ought not to have or take further cognizance of the action aforesaid; because, he says, that at the time of the commencement of this suit, and ever since, he was and has been a citizen of the State of Indiana, and is now such citizen; that the plaintiff, before and at the time of the commencement of this action, was, and ever since has been, and now is, a citizen of the same State of Indiana, in this, to wit: that then, and during all that time, and now, the plaintiff was, has been, and is a body politic and corporate, created, organized, and existing in the same State, under and by virtue of an act of the General Assembly of the State of Indiana, entitled 'An act to incorporate the Ohio and Mississippi Railroad Company,' approved February 14th, 1848, and an act of said General Assembly, entitled 'An act to amend an act to incorporate the Ohio and Mississippi Railroad Company,' approved January 15th, 1849; and that under and by virtue of said acts, the railroad therein mentioned, so far as the same was by said acts contemplated to be situate in the State of Indiana, was long before the commencement of this suit, to wit, on the first day of January, 1856, built and completed, and has been ever since that time, and now is, used and operated in said district by the plaintiff. And this the said defendant is ready to verify. Wherefore he prays judgment, whether this court can or will take further cognizance of the action aforesaid.'
This plea was sworn to. The plaintiff filed a general demurrer; and the defendant joined in demurrer.
'And thereupon the judges of the court were opposed in opinion on the following question presented by the said pleadings: Has this court, on the facts presented by said pleadings, jurisdiction of this case?'
This was, of course, the only question before the Supreme Court.
Mr. Vinton, of Washington city, for plaintiff. The defendant's plea to the jurisdiction of the court does not deny the averment in the declaration, that the company was created a corporation by the laws of Ohio as well as of Indiana; nor does it deny the averment, that it has its principal place of business in Cincinnati, Ohio, and that it is a citizen of Ohio, and that the subscription was made payable at the office of the company in Cincinnati; but the plea, in substance, alleges that, because that part of the road which passes through Indiana was constructed under and by virtue of the laws of Indiana, and ever since its completion the same has been, and still is, used and operated by said company in said State, under the charter of that State, that, therefore, the company is a citizen of the State of Indiana, and, as such, cannot sue the defendant in that State in the Circuit Court of the United States.
There are, as is well known, in the United States a considerable number of important railroads, which, like the one now in question, run through two or more, or parts of two or more States, by virtue and under the authority of the laws of those States.
If such corporations have a right to sue at all in the courts of the United States, it must be because they are, in contemplation of law, citizens of some one or of all such States. It would be claiming very much for these corporations to insist that they can sue or be sued as a citizen of each of these States. The right of such a corporation to sue as a citizen of a State must, without doubt, be limited to some one of the States through which the road passes.
And this gives rise to the question: What, in such case, is the criterion by which the citizenship of such a corporation shall be determined?
It will be difficult to fix upon any other criterion in such case except the locality of its principal place of business. The place where it has its principal business office; where its stockholders hold their meetings; where the board of directors have their sessions; where the records of the company are kept; and where the governing power acts and issues its orders-there, if any where, is the habitat, the residence, the citizenship of such a corporation.
This proposition would seem to be fairly inferable from the doctrine laid down by this court in the cases of Covington Drawbridge Company vs. Shepherd et al., (20 How., 231;) Louisville, Cincinnati & Charleston Railroad Company vs. Letson, (2 How., 497;) and Marshall vs. The Baltimore & Ohio Railroad Company, (16 How., 325.)
Upon the strength of these decisions we claim, that as it is admitted by the pleadings in this case that the plaintiff is a corporation, created such by the laws of Ohio, and has its principal place of business at Cincinnati, in that State, the defendant is estopped by that admission from denying that the corporation is a citizen of Ohio, and that this estoppel is founded upon a principle of public convenience.
The case of Marshall vs. The Baltimore & Ohio Railroad Company seems to be precisely in point. There, Marshall, a citizen of Virginia, sued the Baltimore & Ohio Railroad Company in the Circuit Court of the United States for the district of Maryland. The Baltimore and Ohio road runs through parts of the States of Maryland and Virginia, and, like the present case, that company has its principal business office in one of those States, to wit, at Baltimore, in Maryland, and it uses and operates that part of the road which lies in Virginia precisely as the Ohio & Mississippi Railroad Company uses and operates that part of its road which is in Indiana. And by looking into the laws of Virginia it will be seen that the grant to that company by that State is not merely a grant of a right of way, but is a grant of corporate powers, and that the company is made subject to all the provisions of the general railroad laws of Virginia, so far as the same are properly applicable to that road. Among these laws of Virginia are the act passed March 8th, 1827, sess. acts of 1826-7, p. 77; March 11th, 1837, sess. acts of 1836-7, p. 101; and March 6th, 1847, sess. acts of 1846-7, p. 86. (See 6th sec. of this act.)
In the early decisions of this court, a strict construction was given to that clause of the Constitution which confers jurisdiction upon the courts of the United States, by reason of the citizenship of the parties; but the late cases, and especially those named above, have proceeded upon the ground, that this clause was intended to grant a benefici al privilege to the citizens of the United States, and ought, therefore, to be liberally construed.
Mr. Porter, of Indiana, for defendant. The averment that the plaintiff is 'a corporation created by the laws of the States of Indiana and Ohio,' is repugnant as amounting to the allegation of a legal impossibility. As between two States there can be no joint legislation creating one and the same corporation-or, indeed, in passing any law. Each State in its legislation must act independently and separately; and its enactments are only binding within its own jurisdiciton. If two States pass a similar law on the same subject, the two are not one joint law, such as would create a corporation. They might, indeed, perhaps create two distinct corporations having the same name and like powers; but they could not make the two to be the same artificial person. Nor could the States by subsequent acts unite the two corporations so as to give them one identity. Such appears to have been the doctrine of Mr. Justice Story, in Farnum vs. The Blackstone Canal Co., (1 Sumn., 47.)
The declaration says that the plaintiff was created by the laws of Indiana and Ohio, and yet claims that it is an Ohio corporation. Could the Indiana Legislature contribute anything towards the creation of a corporation 'dwelling' in Ohio?
If such action concerning a corporation should be had by two States, can it be said that the corporation was created by both the States? Rather, should we not say that the State whose law first took effect created the corporation; and that the other State had, at most, recognised its existence, not created it?But as no joint legislation of two States can create one identical corporation, this corporation, if created at all, must, within the constitutional sense, have its citizenship, as well as its creation, in one of these States only; and the declaration leaves it uncertain of which State. We contend that by a public statute of Indiana, as we will hereafter more fully show, Indiana alone created it, and Indiana alone is its dwelling-place. It cannot be contended that the plaintiff is a citizen both of Indiana and Ohio for the purposes of jurisdiction. No natural person can be a citizen of more than one place at the same time. 'The supposition that a man can have two domicils would lead to the absurdest consequences.' Abington vs. North Bridgewater, (23 Pick., 170, 177;) Story on the Conflict of Laws, sec. 45, a. Now, shall we go so far as to give an artificial person, for the purposes of jurisdiction, a privilege which no natural person in the United States can have? If, as the declaration avers, this corporation was created at all by the laws of Indiana, it is, for the purposes of jurisdiction, a citizen of Indiana, as much as if no other State had legislated concerning it; and it therefore cannot sue a citizen of Indiana in the Federal courts of that State. If the ground assumed in the declaration be tenable, the plaintiff might also sue in the Federal courts in Ohio, and aver that it was created by the laws of Ohio and Indiana.
We have said that the averment, 'the principal place of business of the plaintiff is in Ohio,' cannot save the jurisdiction, and is mere surplusage. That it may help the jurisdiction seems to be hinted in the case of the Lafayette Insurance Co. vs. French, (18 How., 404.) We submit, however, that the hint is but an obiter dictum. But be this as it may, the contrary has been often ruled in this court. Thus in Marshall vs. The Baltimore & Ohio Railroad Co., (16 How., 325,) the averment was that the company was a 'body corporate, by an act of the General Assembly of Maryland;' and it was held sufficient. And in The Covington Drawbridge Co. vs. Shepherd, (20 How., 227,) the same doctrine is held. So, in The Philadelphia, Wilmington & Baltimore R. R. Co. vs. Quigley, (21 How., 202,) it was held, that to aver the company to be 'a body corporate in the State of Maryland, by a law of the General Assembly of Maryland,' was sufficient. So in Covington Drawbridge Co. vs. Shepherd, (21 How., 113,) the averment that the defendant 'is a corporation and citizen of Indiana,' was held good. These cases, in 20 and 21 How., must be considered as overruling the dictum above referred to in 18 How., and as settling the rule that the averment of the place of business is unnecessary, and therefore surplusage.
Nor can the averment that the plaintiff is 'a citizen of the State of Ohio,' help the declaration. This averment, says Mr. Justice Curtis, 'can have no sensible meaning attached to it. (18 How., 405.)