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JURISDICTION AS DEPENDING UPON RESIDENCE AND CITIZEN
VERSE CITIZENSHIP. 88 7447-7458.
THE FEDERAL COURTS. 88 7462–7478.
POSES OF FEDERAL JURISDICTION. 88 7484-7489.
ARTICLE I. OF STATE COURTS. SECTION
SECTION 7421. Residence of corporations for 7431. Validity of statutes making the purpose of State juris
corporations suable in any diction.
county. 7422. Influence on State decisions of 7432. Local actions.
the change in Federal doc- 7433. Transitory actions.
7434. Changing the venue. 7423. Corporation resides at its prin- 7435. Residence of a corporation the cipal office.
residence of its president. 7424. Theory that it resides wherever 7436. National banks are State corit exercises its franchises.
porations for jurisdictional 7425. Further of this theory.
purposes. 7426. Suable in any county in the 7437. Jurisdiction and venue in reState.
spect of corporations char7427. Venue the same as in the case
tered by the United States of natural persons.
other than national banks. 7428. In the county where the con- 7438. State jurisdiction in the case of tract was broken or the in
interstate corporations. jury occurred.
7439. Actions against branches of cor7429. The same subject continued.
porations. 7430. Where the cause of action ac 7440. Actions in the county in which crues.
the agent with whom the contract was made resides.
8 7421. Residence of Corporations for the Purposes of State Jurisdiction. - A considerable disposition has manifested itself among the State courts to follow the Federal courts in dealing with the subject of the residence of corporations for the purposes of jurisdiction. At an early period of American jurisprudence, when it was the doctrine of the Federal courts that they would look behind the corporate entity to discover the residence of the individuals composing it, for the purpose of settling the question of jurisdiction as depend. ent upon diverse State citizenship, some of the State courts applied the same principle in respect of their own jurisdiction.'
§ 7422. Influence on State Decisions of the Change in Federal Doctrine. — But with the change in the Federal doctrine on this subject, under which the Federal courts conclusively presume that a corporation created under the laws of a particular State is a citizen of that State for the purposes of their jurisdiction, the State courts have entirely abandoned the conception of looking behind the intangible person, to discover the residence of the members composing it for any purpose connected with their jurisdiction. No such idea is discoverable in any of the modern books of reports. On the other hand, the State, as well as the Federal doctrine, now is, that a corporation has no individuality, except in its corporate capacity; that its local status is not dependent upon the citizenship of the individuals composing it; that an action by
1 Bank of United States v. De- individualize the character of the veaux, 5 Cranch (U. 8.), 61, 87; Hope members, and to state in some part Ins. Co. 0. Boardman, 5 Cranch of the record that they were citizens (U. S.), 57.
of Kentucky; but his failure to do so • Wood •. Hartford Fire Ins. Co., was regarded as a mere defect in the 13 Conn. 202; 8. C, 33 Am. Dec. 395. declaration, and not in the writ, and Thus, it being a principle of the juris- was amendable. Lexington Man. Oo. prudence of Kentucky, seemingly en- v. Dorr, 2 Litt. (Ky.) 256. So, in acted by statute, that actions could Connecticut, the court, for the purnot be brought in the courts of that pose of determining the residence of State by non-residents against non- & corporation with reference to the residents, but that if the plaintiff question of jurisdiction, regarded the were a non-resident, the defendant stockholders as the real parties demust be a citizen, - if a citizen of fendant, and settled the question Rhode Island brought an action in according to their residence. Wood Kentucky against a Kentucky corpo- v. Hartford Fire Ing. Co., 13 Conn. ration, it was necessary for him to 202; 8. c. 33 Am. Dec. 395.
a corporation in its corporate name is conclusively presumed to be brought by the citizens of the State under whose laws the corporation is created; and that no averment or evidence to the contrary is admissible to defeat the jurisdiction of the court in which the action is brought." This doctrine is based upon the theory that a corporation, from the necessity of the case, can have but one domicile, and that it cannot migrate, but must dwell in the place of its creation. But this conception, in so far as it relates to State jurisdiction, is now greatly modified, because even those courts which reiterate it, sustain actions against foreign corporations in their own jurisdictions. But it remains that the courts of a State do not lose jurisdiction over corporations created by their own legislatures or under their own laws, from the mere fact that such a corporation may make a de facto migration into another State, by establishing its principal office and the residence of its chief officers there. The jurisdiction of a State court over
· Educational Society 0. Varney, Ohio River between Cincinnati and 64 N. H. 376. That a State court will Newport, had been incorporated unnot look behind the corporate entity der the laws of Kentucky, it was held to scrutinize its membership for the that it could not have two domiciles, purpose of determining a question of and that its domicile was in Ohio, and jurisdiction or venue, was held in yet an action was sustained against it Connecticut &c. R. Co. v. Cooper, 30 in Kentucky. Ante, 47. But, as Vt. 476; 8. c. 73 Am. Dec. 319. See already pointed out (ante, $$ 47, 319, also Moxie Nerve Food Co. v. Baum- 320, 688), an interstate corporation bach, 32 Fed. Rep. 205. That the created by the concurrent legislation question of jurisdiction is determined of both States, is not a non-resident by the state of facts existing at the of one of such States, because the incommencement of the action, and is not corporators had previously obtained affected by a subsequent assignment a charter in another State and efof the cause of action, see Erwin v. fected an organization there, and still Oregon R. &c. Co., 28 Hun (N. Y.), carries on business there. Railroad 269.
Co. v. Barnhill, 91 Tenn. 395; 8. C. 30 ? See a note on this doctrine to Am. St. Rep. 889; 19 S. W. Rep. 21 Young v. South Tredegar Iron Co., 4 (distinguishing Memphis &c. R, Co. Am. St. Rep. 760.
v. Alabama, 107 U. S. 581). See also • As was done in Educational So- post, $$ 7438, 7452, 7472, 7490, 7499, ciety v. Varney, 54 N. H. 376. So in 7817, 7891, 8012, 8020, 8028. Newport &c. Bridge Co. v. Woolley, • Baltimore &c. R. Co. v. Gallahue, 78 Ky. 523, where a company organ
12 Gratt. (Va.) 655; 8. C. 65 Am. Dec. ized to construct a bridge across the 254.
corporations of the State, in respect of their doings in other States, when those doings relate to land, or other fixed property in such other States, by proceedings in personam, rests rather upon the consideration of the power of a court of equity in one State to compel its own citizens to do acts affecting the title to or status of land in another State.
8 7423. Corporation Resides at its Principal Omce. In the absence of special statutes, such as those providing that actions may be brought against a railroad company in any county through which its road passes, and that service may be had upon any station agent, etc., many decisions concur in the proposition that, for the purposes of jurisdiction, the residence of a corporation is the place where its principal business is carried on. What the principal office or place of
1 Under the doctrine of the Eng. as negligence or non-feasance); Montlish Court of Chancery, the power gomery v. Louisiana Levee Co., 30 exists, and it is frequently exercised La. An., pt. I., 607 (holding the same in this country, -in one case under doctrine); Western Union Tel. Co. v. the notice of the writer, by removing Conant, 11 Colo. 111; 8. c. 17 Pac. a domestic corporation from the office Rep. 107 (subject to statutory exof trustee of property situated in an- ceptions); Southwestern R. Co. v. other State, and by enjoining it from Paulk, 24 Ga. 356 (subject to special proceeding further in an action there statutory exceptions); Wallace pending in relation to such property, Thomas, 34 Ga. 543 (subject to the at the suit of persons interested in same exceptions); Clark v. Chapsuch property, some of whom were man, 45 Ga. 486 (subject to the same residents of the domestic State. Gib- exceptions); Speer v. Atlanta &c. son v. American Loan &c. Co., 58 Hun Railroad, 30 Ga. 135 (subject to the (N. Y.), 443; 8. c. 35 N. Y. St. Rep. same exceptions); Edwards v. Union 192; 12 N. Y. Supp. 444.
Bank, 1 Fla. 136; Cape Sable Co.'s : Chicago &c. R. Co. v. Bank of Case, 3 Bland (Md.), 606; Thorn v. North America, 82 Ill. 493; Jenkins Central R. Co., 26 N. J. L. 121. This v. California Stage Co., 22 Cal. 537; is so under section 395 of the Civil Holgate v. Oregon Pac. R. Co., 16 Code of California. Cohn v. Central Or. 123; 8. c. 17 Pac. Rep. 859 (or in &c. R. Co., 71 Cal. 488; 8. C. 12 Pac. the county in which the cause of ac- Rep. 498; Jenkins v. California Stage tion arose); Caldwell v. Vicksburg Co., 22 Cal. 537. Contra, reasoning đc. B. Co., 40 La. An. 753; 8. c. 5 of Thornton, J., in California South. South. Rep. 17 (holding that a rail- R, Co. v. Southern Pac. R. Co., 65 road corporation must be sued at its Cal. 394. It is so under section 948 domicile for damages arising from a of the Code of Civil Procedure of New passive breach of its obligations, such York, even where the corporation
business of a corporation is, for the purposes of jurisdiction, will be a question of fact, upon which question it is plain that the recitals in its certificate of incorporation, or in its articles of association, are not conclusive.
may conduct a large part of its busi- had been created, declared that "the ness elsewhere. Rossie Iron Works principal office should be there," and v. Westbrook, 13 N. Y. Supp. 141. So, where the by-laws provided that the in Vermont, the residence of a railway meetings of stockholders should take company, for the purpose of actions place there, “at the principal busiin its favor, is the county or town ness office," and where the company upon the line of its road where its had reported to the railroad commis principal office and the center of its sioners that its general office was business operations are situated, the there, and it appeared that in its same being its legally defined route, transfer books and other books of acwithout reference to the residence of count the place was styled “the office its members. Connecticut &c. R. Co. of the company.” Olmstead v. RochV. Cooper, 30 Vt. 476; 8. C. 73 Am. ester &c. R. Co., 44 Hun (N. Y.), 627 Dec. 319.
mem.; 8. c. 8 N. Y. St. Rep. 850. · Rothschild v. Dithredge Flint Where the office of the treasurer of a Glass Co., 22 N. Y. Civ. Proc. 314; religious corporation was the princi8. с. 20 N. Y. Supp. 373. It is so un- pal office, and the one at which most der section 44 of the Civil Code of of its business was transacted, an acOregon. Holgate v. Oregon &c. R. tion against it was properly brought Co., 16 Or. 123. It is so under a sim- there, although its church edifice was ilar statute in Pennsylvania. Parke in another judicial district. St. MiV. Commonwealth Ins. Co., 44 Pa. St. chael's &c. Church v. Behrens, 13 422. Under a statute of Kentucky Daly (N. Y.), 548; 8. c. 1 N.Y. St. (Ky. Civ. Code, og 51, 71), service Rep. 627. In the case of a ferry comupon the chief officer of an insurance
pany plying between Brooklyn and company in the county where its
New York, a court in Brooklyn, havprincipal office is located, will confering jurisdiction of all actions against jurisdiction upon the court of another corporations transacting their general county in which the action is brought, business within that city, or estaband in which a regularly authorized lished by law therein, had jurisdicagent of the company issued the pol- tion of an action against the company icy sued on. Kentucky Mut. &c. Co. for a collision occurring on the river; v. Logan, 90 Ky. 364; 8. C. 12 Ky. L. and the fact that the office of its atRep. 327; 33 Am. & Eng. Corp. Cas. torney, where its records were kept, 416; 14 S. W. Rep. 337. Under a its directors met, etc., was in New statute providing that an application York City, did not change its estabfor a receiver of a railroad company
lishment so as to divest this jurisdicmust be made in the judicial district
tion. Crofut v. Brooklyn Ferry Co., in which the principal business office 36 Barb. (N. Y.) 201. Under & statute of the company is located, the appli- providing that “where one of the cation is properly made in the city of parties is a corporation, not a town, New York, where the articles of con- parish, or school district, an action solidation, by which the corporation may be brought in any county in