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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 Fed. eral 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 corpoTate capacity; that its local status is not dependent upon the citizenship of the individuals composing it; that an action by
(U. S.), 57.
Bank of United States v. De- individualize the character of the peaux, 5 Cranch (U. 8.), 61, 87; Hope members, and to state in some part Ins. Co. o. Boardman, 6 Cranch of the record that they were citizens
of Kentucky; but his failure to do so · Wood v. 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. Co. prudence of Kentucky, seemingly en- v. Dorr, 2 Litt. (Ky.) 256. So, in acted by statute, that actions could Connecticut, the court, for the pnrnot 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 Ins. 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
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; s. 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; s. 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
Under the doctrine of the Eng-
3 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 บ. 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.
1 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.; 8. 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
87424. Theory that It Resides wherever It Exercises its Franchises. There is another doctrine, which does not confine the residence of a corporation to its principal place of business within the State, but which gives it a residence, for
the purposes of jurisdiction, wherever it spreads out and exercises its franchises. It was stated in an early case, by the Supreme Court of Illinois, thus: "The residence of a corporation, if it can be said to have a residence, is necessarily where it exercises corporate functions. It dwells in the place where its business is done. It is located where its franchises are exercised." It was accordingly held that a railroad corporation had a legal existence in any county in which it operated its road; and this doctrine has been accepted and followed in other States. On the same principle, a foreign corporation may have a domestic residence, for the purposes of jurisdiction and procedure, in any county where it has an established place of business, and exercises its franchises, at least where it has its principal office. Such being the principle, where the
which such corporation shall have a place of business," it was held that where a railroad passed over parts of two counties, the corporation might maintain an action in the county in which it had an office, where its books and records were kept in accordance with a vote of its directors, and where a large share of its business was transacted, although it had at the same time an office in the other county, where the residue of its business was transacted, and where its treasurer and clerk resided. Androscoggin &c. R. Co. v. Stevens, 28 Me. 434.
'Bristol v. Chicago &c. R. Co., 15 Ill. 436, 437. Again quoted in Chicago &c. R. Co. v. Bank of North America, 82 Ill. 493, 496.
3 Bristol v. Chicago &c. R. Co., supra.
• Slavens v. South Pac. R. Co., 51 Mo. 308; Crutsinger v. Missouri Pac. R. Co., 82 Mo. 64; Baldwin V. Missis
sippi &c. R. Co., 5 Iowa, 518; Richardson v. Burlington &c. R. Co., 8 Iowa, 260. Many other decisions could be cited to the effect that corporation may have a constructive residence for the purposes of jurisdiction at places other than that of its principal office: Glaize v. South Carolina R. Co., 1 Strob. L. (S. C.) 70; Cromwell v. Charleston Ins. &c. Co., 2 Rich. L. (S. C.) 512. And the same is true of the situs of a corporation for the purpose of taxation: St. Louis v. Wiggins Ferry Co., 40 Mo. 580, 586. See post, § 8094, et seq.
Chicago &c. R. Co. v. Bank of North America, 82 Ill. 493; post, §§ 7891, 7988, et seq. So, it has been held that, for the purpose of the application of the statute of limitations, the residence of a corporation is in the State whither it has removed its offices and effects, and where it exercises its functions and franchises. Pennsylvania Co. v. Sloan, 1 Ill. App. 364.