relation ceases, the relief asked and the injunction issued, become, as to him, utterly futile."1

-

§ 7454. Application of This Rule of Jurisdiction to Jointstock Companies. It has been held, in one of the departments of the Supreme Court of New York, on a question of the right to remove an action to a court of the United States, that a voluntary association, unincorporated, but composed of many members, and organized similarly to a corporation, and authorized by the laws of its State to sue and be sued in the name of one of its officers, stands upon the same ground with a corporation in respect to the right to sue and be sued in the national courts. But it is apparent that this doctrine can only apply to a joint-stock company which has one of the faculties of a corporation, and which is, quoad hoc, a corporation, namely, to such a company as has been invested, by the law of the State of its creation, with the faculty of suing and of being sued by an artificial name. The court reason that, in respect to the power to sue and defend, an association of persons authorized to sue by one name representing the whole body, is the same as a corporate body, by whatever designation it may be known. The reason why the members of a legal corporation are treated, for the purposes of Federal jurisdiction, as citizens of the State, applies aptly to every aggregation of persons invested by State law with the faculty of suing and being sued by a new name.'

8 7455. Federal Jurisdiction in the Case of Corporation Owned by a State. The jurisdiction of courts of the United States is not affected by any interest which a particular State may have in the suit, unless the State is a party on the record." The mere fact that the State has an interest in a corporation does not render the State a necessary party to the record in a suit by or against the corporation, nor in any manner distin

1 Hatch v. Chicago &c. R. Co., 6 Blatchf. (U. S.) 105.

Fargo v. McVicker, 55 Barb.

(N. Y.) 437.

Ibid.

Osborn v. Bank, 9 Wheat. (U. S.) 738, 852.

guish this from corporations in general. "When a government becomes a partner in any trading company, it divests itself, so far as concerns the transactions of that company, of its sovereign character and takes that of a private citizen. Instead of communicating to the company its privileges and its prerogatives, it descends to a level with those with whom it associates itself, and takes the character which belongs to its associates, and to the business which is to be transacted."1

As

§ 7456. Manner of Pleading Federal Jurisdiction. the jurisdiction of the courts of the United States is special and limited, the rule of procedure in those courts is that the jurisdiction should be made to appear upon the face of the declaration or complaint, or elsewhere on the record, whether the jurisdiction depends upon diverse citizenship, or upon a Federal question being involved in the litigation. It being also a rule of Federal jurisdiction founded upon diverse citizenship, that a corporation is a citizen of the State under whose laws it is created, and that all its members are to be conclusively presumed to be citizens of such State, it is necessary, in pleading the jurisdictional facts in a declaration at law or bill in equity, where one of the parties is a corporation, either to state that it is a citizen of the State under whose laws it has been created, or to state the same fact by an equivalent averment, as by averring that it was created under the laws of such State. For instance, an allegation

150 U. S. 138; Southern Pac. Co. v. Denton, 146 U. S. 202.

Louisville &c. R. Co. v. Letson, 2 How. (U. S.) 497; Marshall v. Baltimore &c. R. Co., 16 How. (U. S.) 314, 328; Covington Drawbridge Co. v. Shepherd, 20 How. (U. S.) 227, 233; Ohio &c. R. Co. v. Wheeler, 1 Black (U. S.), 286, 296; Muller v. Dows, 94 U. S. 444; Steamship Co. v. Tugman, 106 U. S. 118, 121; Memphis &c. R. Co. v. Alabama, 107 U. S. 581, 585; Shaw v. Quincy Min. Co., 145 U. S. 444, 451.

that a corporation is "doing business in the State of Iowa," does not necessarily import that it was created by the laws of that State, and is not a sufficient allegation to show Federal jurisdiction founded upon diverse citizenship, within the meaning of this rule.' And so, under the Federal Removal Act of March 2, 1867,2 giving a right of removal from the State to the Federal courts, on the ground of prejudice and local influence, in suits in any State court" in which there is a controversy between a citizen of the State in which the suit is brought, and a citizen of another State," it is necessary that this diverse State citizenship should be shown, either on the face of the declaration, or in the petition or affidavit for removal.

4

§ 7457. Further of This Subject. Under the rule established in Bank v. Deveaux, it was necessary, in actions by or against a corporation aggregate, prosecuted in the Federal courts, that it should appear from the pleadings that all the members of that corporation were citizens of some State of the United States other than that State of which the opposing party or parties were citizens. But with the overthrow of this case as authority, allegations to this effect were no longer

1 Brock v. Northwestern Fuel Co., 130 U. S. 341.

14 U. S. Stat. 558.

A declaration, in an action brought in Mississippi by a citizen of Illinois, did not show this fact, which merely averred that the defendant was a corporation created by an act of the legislature of the State of New York, located and doing business in the State of Mississippi. Insurance Co. v. Francis, 11 Wall. (U. S.) 210. So, in an action by a State, against a corporation, brought in the Supreme Court of the United States, an averment that the defendant is a body politic under the law of and doing business in" another State, does not exhibit jurisdiction, under that clause

of the Federal constitution (Const. U. S., art. 3, § 2), by which the Federal jurisdiction extends to "controversies between a State and citizens of another State." Pennsylvania v. Quicksilver Min. Co., 10 Wall. (U. S.) 553. The reasoning was that, for aught that appeared, the corporation may have been created by the laws of Pennsylvania, and the Supreme Court of the United States has no original jurisdiction of a suit brought by a State against its own citizens.

5 Cranch (U.S.), 61; ante, § 7447. Sullivan v. Fulton Steamboat Co., 6 Wheat. (U.S.) 450; Breithaupt v. Bank, 1 Pet. (U. S.) 238; Bank v. Willis, 3 Sumn. (U. S.) 472.

necessary. "The persons who act under these faculties and use this corporate name," said Mr. Justice Grier, "may be justly presumed to be resident in the State which is the necessary habitat of the corporation, and where alone they can be made subject to suit; and should be estopped in equity from averring a different domicil, as against those who are compelled to seek them there, and can find them there and nowhere else."1

It must not be

§ 7458. Manner of Averring Citizenship. inferred from the foregoing that, in an action by or against a corporation, it is sufficient, in order to give jurisdiction, to aver that the corporation is "a citizen" of the State where the suit is brought. Such an averment does not show that this body is a corporation, or by the law of what State it was created. "This court does not hold," said Mr. Justice Curtis, "that either a voluntary association of persons, or an association into a body politic, created by law, is a citizen of a State, within the meaning of the constitution." Corporations are regarded as citizens for the purpose of suing and being sued; and it is sufficient to aver the place of creation and business of the corporation. However, an averment of incorporation in one State and residence in another does not show the corporation, for the purposes of suit, to be a citizen of the latter State. Such an averment shows that, for the purpose mentioned, the corporation is a citizen of the State first named."

1 Marshall v. Baltimore &c. R. Co., 16 How. (U. S.) 314, 328. See also Dodge v. Woolsey, 18 How. (U. 8.) 331; Covington Drawbridge Co. v. Shepherd, 20 How. (U. S.) 227; 8. c. 21 How. (U. S.) 112; Ohio &c. R. Co. v. Wheeler, 1 Black (U. S.), 286; Paul v. Virginia, 8 Wall. (U. S.) 168, 178; Hatch v. Chicago &c. R. Co., 6 Blatchf. (U. 8.) 105; Coal Co. v. Blatchford, 11 Wall. (U. S.) 172; The Sewing Machine Companies' Case, 18 Wall. (U. S.) 553, 574; Railroad Co. v. Harris, 12 Wall. (U. S.) 65, 82; Railway Co. v. Whitton, 13 Wall.

371

(U. S.) 270; Cowles v. Mercer Co., 7 Wall. (U.S.) 118, 121; Express Co. v. Korentze, 8 Wall. (U. S.) 342, 351; Insurance Co. v. Morse, 20 Wall. (U.S.) 445, 453.

Lafayette Ins. Co. v. French, 18 How. (U. S.) 404, 405; Paul v. Virginia, 8 Wall. (U. S.) 168; Warren Man. Co. v. Etna Ins. Co., 2 Paine (U.S.), 501.

See Marshall. Baltimore &c. R. Co., and other cases cited to the preceding section.

• Insurance Co. v. Francis, 11 Wall. (U. S.) 210.

5921

ARTICLE III. REMOVAL OF SUCH ACTIONS FROM THE STATE TO THE FEDERAL COURTS.

§ 7462. Right of Foreign Corporations to Remove on the Ground of Diverse Citizenship. Since the Supreme Court of the United States took the departure of holding that a corporation aggregate is a "citizen" of the State under whose laws it is created, for the purposes of Federal jurisdiction founded upon diverse citizenship,' it has been held, by analogy, that corporations are "citizens" within the meaning of acts of Congress providing for the removal of suits from the State to the Federal courts; and such is now the settled law. Thus, under the statute of the United States giving a right of removal on the ground of prejudice or local influence, which provided that, when an action is brought in any State court "in which there is a controversy between a citizen of the State in which the suit is brought, and a citizen of another State," etc.,". . . . . such citizen of another State, whether he be plaintiff or defendant, if he will make and file, in such State court, an affidavit stating," etc., may have the cause removed to the Circuit Court

1 Ante, § 7448.

Herryford v. Etna Ins. Co., 42 Mo. 148; Stanley v. Chicago &c. R. Co., 62 Mo. 508; Farmers' Loan &c.

Co. v. Maquillan, 3 Dill. (U. S.)

879.

Act Cong. March 2, 1867; 14 U.S. Stat. 558; Rev. Stat. U. S., § 639.