CHAPTER CLXXVIII. JURISDICTION AS DEPENDING UPON RESIDENCE AND CITIZEN SHIP. ART. I. OF STATE COURTS. 88 7421-7440. II. FEDERAL JURISDICTION AS DEPENDENT UPON DI- III. REMOVAL OF SUCH ACTIONS FROM THE STATE TO IV. "INHABITANCY" OF CORPORATIONS FOR THE PUR- ARTICLE I. OF STATE COURTS. SECTION 7421. Residence of corporations for the purpose of State jurisdiction. 7422. Influence on State decisions of the change in Federal doctrine. 7423. Corporation resides at its principal office. 7424. Theory that it resides wherever it exercises its franchises. 7425. Further of this theory. 7426. Suable in any county in the State. 7427. Venue the same as in the case of natural persons. 7428. In the county where the contract was broken or the injury occurred. 7429. The same subject continued. 7430. Where the cause of action accrues. SECTION 7431. Validity of statutes making corporations suable in any county. 7432. Local actions. 7433. Transitory actions. 7434. Changing the venue. 7435. Residence of a corporation the residence of its president. 7436. National banks are State corporations for jurisdictional purposes. 7437. Jurisdiction and venue in respect of corporations chartered by the United States other than national banks. 7438. State jurisdiction in the case of interstate corporations. 7439. Actions against branches of corporations. 7440. Actions in the county in which the agent with whom the contract was made resides. fested 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 dependent 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. Deveaux, 5 Cranch (U.S.), 61, 87; Hope Ins. Co. v. Boardman, 5 Cranch (U.S.), 57. 'Wood v. Hartford Fire Ins. Co., 13 Conn. 202; 8. c. 33 Am. Dec. 395. Thus, it being a principle of the jurisprudence of Kentucky, seemingly enacted by statute, that actions could not be brought in the courts of that State by non-residents against nonresidents, but that if the plaintiff were a non-resident, the defendant must be a citizen,-if a citizen of Rhode Island brought an action in Kentucky against a Kentucky corporation, it was necessary for him to 369 individualize the character of the 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 1 Educational Society . Varney, 54 N. H. 376. That a State court will not look behind the corporate entity to scrutinize its membership for the purpose of determining a question of jurisdiction or venue, was held in Connecticut &c. R. Co. v. Cooper, 30 Vt. 476; 8. c. 73 Am. Dec. 319. See also Moxie Nerve Food Co. v. Baumbach, 32 Fed. Rep. 205. That the question of jurisdiction is determined by the state of facts existing at the commencement of the action, and is not affected by a subsequent assignment of the cause of action, see Erwin v. Oregon R. &c. Co., 28 Hun (N. Y.), 269. See a note on this doctrine to Young v. South Tredegar Iron Co., 4 Am. St. Rep. 760. As was done in Educational Society v. Varney, 54 N. H. 376. So in Newport &c. Bridge Co. v. Woolley, 78 Ky. 523, where a company organized to construct a bridge across the Ohio River between Cincinnati and Newport, had been incorporated under the laws of Kentucky, it was held that it could not have two domiciles, and that its domicile was in Ohio, and yet an action was sustained against it in Kentucky. Ante, § 47. But, as already pointed out (ante, §§ 47, 319, 320, 688), an interstate corporation created by the concurrent legislation of both States, is not a non-resident of one of such States, because the incorporators had previously obtained a charter in another State and effected an organization there, and still carries on business there. Railroad Co. v. Barnhill, 91 Tenn. 395; 8. c. 30 Am. St. Rep. 889; 19 S. W. Rep. 21 (distinguishing Memphis &c. R. Co. v. Alabama, 107 U. S. 581). See also post, §§ 7438, 7452, 7472, 7490, 7499, 7817, 7891, 8012, 8020, 8028. Baltimore &c. R. Co. v. Gallahue, 12 Gratt. (Va.) 655; 8. c. 65 Am. Dec. 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.1 7423. Corporation Resides at its Principal Office. - 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 English Court of Chancery, the power exists, and it is frequently exercised in this country,—in one case under the notice of the writer, by removing a domestic corporation from the office of trustee of property situated in another State, and by enjoining it from proceeding further in an action there pending in relation to such property, at the suit of persons interested in such property, some of whom were residents of the domestic State. Gibson v. American Loan &c. Co., 58 Hun (N. Y.), 443; 8. c. 35 N. Y. St. Rep. 192; 12 N. Y. Supp. 444. Chicago &c. R. Co. v. Bank of North America, 82 Ill. 493; Jenkins v. California Stage Co., 22 Cal. 537; Holgate v. Oregon Pac. R. Co., 16 Or. 123; s. c. 17 Pac. Rep. 859 (or in the county in which the cause of action arose); Caldwell v. Vicksburg &c. R. Co., 40 La. An. 753; 8. c. 5 South. Rep. 17 (holding that a railroad corporation must be sued at its domicile for damages arising from a passive breach of its obligations, such as negligence or non-feasance); Montgomery v. Louisiana Levee Co., 30 La. An., pt. I., 607 (holding the same doctrine); Western Union Tel. Co. v. Conant, 11 Colo. 111; 8. c. 17 Pac. Rep. 107 (subject to statutory exceptions); Southwestern R. Co. v. Paulk, 24 Ga. 356 (subject to special statutory exceptions); Wallace v. Thomas, 34 Ga. 543 (subject to the same exceptions); Clark v. Chapman, 45 Ga. 486 (subject to the same exceptions); Speer v. Atlanta &c. Railroad, 30 Ga. 135 (subject to the same exceptions); Edwards v. Union Bank, 1 Fla. 136; Cape Sable Co.'s Case, 3 Bland (Md.), 606; Thorn v. Central R. Co., 26 N. J. L. 121. This is so under section 395 of the Civil Code of California. Cohn v. Central &c. R. Co., 71 Cal. 488; s. c. 12 Pac. Rep. 498; Jenkins v. California Stage Co., 22 Cal. 537. Contra, reasoning of Thornton, J., in California South. R. Co. v. Southern Pac. R. Co., 65 Cal. 394. It is so under section 948 of the Code of Civil Procedure of New 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.1 may conduct a large part of its business elsewhere. Rossie Iron Works v. Westbrook, 13 N. Y. Supp. 141. So, in Vermont, the residence of a railway company, for the purpose of actions in its favor, is the county or town upon the line of its road where its principal office and the center of its business operations are situated, the same being its legally defined route, without reference to the residence of its members. Connecticut &c. R. Co. v. Cooper, 30 Vt. 476; s. c. 73 Am. Dec. 319. Rothschild v. Dithredge Flint Glass Co., 22 N. Y. Civ. Proc. 314; 8. c. 20 N. Y. Supp. 373. It is so under section 44 of the Civil Code of Oregon. Holgate v. Oregon &c. R. Co., 16 Or. 123. It is so under a similar statute in Pennsylvania. Parke v. Commonwealth Ins. Co., 44 Pa. St. 422. Under a statute of Kentucky (Ky. Civ. Code, §§ 51, 71), service upon the chief officer of an insurance company in the county where its principal office is located, will confer jurisdiction upon the court of another county in which the action is brought, and in which a regularly authorized agent of the company issued the policy sued on. Kentucky Mut. &c. Co. v. Logan, 90 Ky. 364; s. c. 12 Ky. L. Rep. 327; 33 Am. & Eng. Corp. Cas. 416; 14 S. W. Rep. 337. Under a statute providing that an application for a receiver of a railroad company must be made in the judicial district in which the principal business office of the company is located, the application is properly made in the city of New York, where the articles of consolidation, by which the corporation had been created, declared that "the principal office should be there," and where the by-laws provided that the meetings of stockholders should take place there, "at the principal business office," and where the company had reported to the railroad commissioners that its general office was there, and it appeared that in its transfer books and other books of account the place was styled "the office of the company." Olmstead v. Rochester &c. R. Co., 44 Hun (N. Y.), 627 mem.; s. c. 8 N. Y. St. Rep. 856. Where the office of the treasurer of a religious corporation was the principal office, and the one at which most of its business was transacted, an action against it was properly brought there, although its church edifice was in another judicial district. St. Michael's &c. Church v. Behrens, 13 Daly (N. Y.), 548; s. c. 1 N.Y. St. Rep. 627. In the case of a ferry company plying between Brooklyn and New York, a court in Brooklyn, having jurisdiction of all actions against corporations transacting their general business within that city, or established by law therein, had jurisdiction of an action against the company for a collision occurring on the river; and the fact that the office of its attorney, where its records were kept, its directors met, etc., was in New York City, did not change its establishment so as to divest this jurisdiction. Crofut v. Brooklyn Ferry Co., 36 Barb. (N. Y.) 201. Under a statute providing that "where one of the parties is a corporation, not a town, parish, or school district, an action may be brought in any county in |