of the state of New York. The obvious In Carter v. Producers' Oil Co. 182 Pa. meaning of this allegation is that the defendant is a citizen of the state of New York." within the power of the latter to prescribe. It may be conceded that the defendant company has some of the qualities of a corporation, but it is, nevertheless, a partnership association, governed by the statutes and articles under which it was organized, and the rules and regulations it may prescribe in execution of the power with which the stat utes have invested it." 551, 573, 574, 38 Atl. 571, 576, which involved the validity of a rule adopted by a limited partnership association organized It has been suggested that the plaintiffs under the Pennsylvania statute of June 2, are entitled to sue, and may be sued, by 1874, and its supplements, and which rule their association name. 1 Brightly's Pur- prohibited any person who acquired the capidon's Digest, Pa. (12th ed.) 1088, title tal stock of a member from exercising the Joint Stock Companies, § 16. But the capac-privileges of a member, unless he was elected ity to sue and be sued by the name of the as such, the court said: "We cannot assent association does not make the plaintiffs a to the plaintiff's claim that the defendant corporation within the rule that a suit by or company is a corporation and restricted, in against a corporation in its corporate name the adoption of by-laws, rules, and regulain a court of the United States is conclusive-tions for its government, to such as it is ly presumed to be one by or against citizens of the state creating the corporation. Louisville, C. & C. R. Co. v. Letson, 2 How. 497, 11 L. ed. 353; Ohio & M. R. Co. v. Wheeler, 1 Black, 286, 17 L. ed. 130; National S. S. Co. v. Tugman, 106 U. S. 118, 120, 27 L. ed. 87, 88, 1 Sup. Ct. Rep. 58. The rule that for purposes of jurisdiction and within the meaning of the clause of the Constitution extending the judicial powers of the United States to controversies between citizens of different states, a corporation was to be deemed a citizen of the state creating it, has been so long recognized and applied that it is not now to be questioned. No such rule, however, has been applied to partnership associations although such associations may have some of the characteristics of a corporation. When the question relates to the jurisdiction of a circuit court of the United States as resting on the diverse citizenship of the parties we must look in the case of a suit by or against a partnership association to the citizenship of the several persons composing such association. Nor can we accede to the suggestion that this question of jurisdiction is affected by the clause of the Constitution of Pennsylvania providing that the term "corporations," as used in article XVI. of that instrument, "shall be construed to include all joint-stock companies or associations having any of the powers or privileges of corporations not possessed by individuals or partnerships." Pa. Const. art. XVI. § 13. The only effect of that clause is to place the joint-stock companies or associations referred to under the restrictions imposed by that article upon corporations; and not to invest them with all the attributes of corporations. That a limited partnership association created under the Pennsylvania statute may be described as a "quasi corporation," having some of the characteristics of a corporation, or as a "new artificial person," is not a sufficient reason for regarding it as a corporation within the jurisdictional rule heretofore adverted to. That rule must not be extended. We are unwilling to extend it so as to embrace partnership associations. We have not overlooked the case of Andrews Bros. Co. v. Youngstown Coke Co. 58 U. S. App. 444, 86 Fed. Rep. 585, 30 C. C. A. 293, in which the circuit court of appeals for the sixth circuit, speaking by Judge Lurton, held that limited partnership associations organized under the Pennsylvania statute were corporations within the jurisdictional requirement of diverse citizenship. For the reasons stated, we are unable to concur in the view taken by that court. We therefore adjudge that as the bill does not make a case arising under the Constitution and laws of the United States, it was necessary to set out the citizenship of the individual members of the partnership associa tion of Jones & Laughlins, Limited, which brought this suit. Another question as to jurisdiction arises on the record. The citizenship of the members of the several partnerships that are We have not been referred to any case in named as defendants does not appear from the supreme court of Pennsylvania which the pleadings or otherwise. An allegation distinctly places limited partnership associa- as to the state in which those firms were dotions, created under the statutes of that ing business is not sufficient to show the citistate, on the basis of corporations. "Such zenship of the individual partners. The rean association," that court said in Oak lief sought is the marshaling of all the lien Ridge Coal Co. v. Rogers, 108 Pa. 147, 150, debts on the hotel and the opera house of the "is not technically a corporation. Yet it Great Southern Fire Proof Hotel Company, has many of the characteristics of one," and the sale of the property, and the distribu"it may not be improper to call such an asso- tion of the proceeds among the parties acciation a quasi corporation." In Hill v. cording to their respective rights. As no Stetler, 127 Pa. 145, 161, 13 Atl. 306, 17 allusion was made to this latter at the arguAtl. 887, referring to the act of June 2, 1874, ment before us, we do not now express any the court said that it provided for the crea-opinion upon the question whether the citi tion of "a new artificial person to be called a joint-stock association, having some of the characteristics of a partnership and some of a corporation." zenship of the individuals composing the defendant partnerships doing business in Ohio is material to the jurisdiction of the circuit court. We leave that to be determined by the court below, if an application be made to amend the pleadings as to the citizenship of the parties. Without considering the merits of the case, we are constrained to reverse the judgments of the circuit court of appeals and of the circuit court, and remand the cause for further proceedings consistent with this opinion. Under the circumstances, the plaintiffs should be allowed, upon application, to amend the bill upon the subject of the citi zenship of the parties. If the amendment shows a case within the jurisdiction of the circuit court, the parties should be permit ted to proceed to a final hearing; otherwise, the bill should be dismissed at the plaintiffs' costs without prejudice to another suit in a court of competent jurisdiction. Reversed. (177 U. S. 404) AMERICAN EXPRESS COMPANY, Plff. in | such package, and providing that the receipt Err., 1898, known as the war revenue act, with re A question as to the construction to be placed on the act of Congress of June 13, spect to the right of an express company to shift the burden of the stamp tax upon shippers, constitutes a Federal question for the purpose of a writ of error to a state court from the Supreme Court of the United States. An express company is not forbidden by the act of Congress of June 13, 1898, known as the war revenue act, from adding to its rates an amount sufficient to cover the cost of the stamp required to be affixed to a receipt issued to the shipper, and thereby shifting the burden of the tax upon the shipper, if the rate as increased thereby is not unreasonable. [No. 220.] thus issued should bear a one-cent stamp. After referring to the text of the act of Congress on the above subject, it was alleged that by the provisions of the law in question the primary and absolute duty was imposed upon express companies to provide the receipt, and to affix and cancel the one-cent stamp as required by law. The following averments were then made: "That by reason of a desire of the respondent (the express company) to avoid the payment of the stamp tax, so called, and to impose such obligation on the shipper, the respondent herein refuses to accept any goods for transportation unless such shipper attaches the stamp to the said bill of lading, manifest, or other evidence of receipt and forwarding for each shipment, or furnishes the money or means for that purpose to the said company, and that the said company thereby not only avoids its duty under said act of Congress to pay and bear its proportion of the revenues to meet war expenditures as provided by said act, but violates its duty as a common carrier to receive, accept, and deliver such goods, wares, and merchandise so offered and tendered to it for that purpose.' A number of instances were specified where it was averred the express company on the tender to it of packages for transportation as a common carrier had refused to receive the same and to issue receipts therefor Argued November 9, 1899. Decided April "unless a stamp of the value of one cent was Ν 16, 1900. IN FRROR to the Supreme Court of the State of Michigan to review a decision affirming a judgment ordering a mandamus to compel an express company to receive packages and issue a receipt therefor with a revenue stamp duly canceled, without adding the cost of the stamp to the rate charged for transportation. Reversed. See same case below, 118 Mich. 682, 77 N. W. 317. Statement by Mr. Justice White: The Attorney General of the State of Michigan on the relation of George F. Moore and others commenced proceedings in the circuit court of Wayne county, Michigan, against the American Express Company. The company was described as "a jointstock association organized and existing under the laws of the state of New York and having its principal business office located in the city of New York, in said state." It was averred that the company complied with the requirements of certain statutes of the state of Michigan, and had obtained the necessary certificate authorizing it to carry on an express business in that state, and in order to conduct such business had a large number of agents and offices in the state. The petition then alleged that on June the 13th, 1898, the Congress of the United States passed an act commonly designated as the war revenue act," by which it was made the duty of express companies on receiving a package for carriage to issue a receipt for paid or provided" by the shipper. It was charged that the conduct of the express company was in violation of the obligations imposed upon it by the act of Congress in question, and constituted a refusal to perform its duty as a common carrier. The prayer was for a mandamus commanding the company to receive packages for transportation by express, and issue a receipt with stamp duly canceled thereon, without seeking to compel shippers who might tender packages for carriage either to pay for the one-cent stamp or to provide the means for so doing. The answer of the express company admitted that it required persons who tendered packages for carriage, by express, either to pay or provide the means for defraying the cost of the one-cent stamp, but denied that its conduct in so doing was a violation of the act of Congress by which the one-cent tax on express receipts was imposed. On the contrary, it was averred that the act of Congress, when properly construed, although imposing the absolute duty to issue a receipt for every package as therein provided, left the question of who should pay for the stamp free for adjustment between the shipper and the express company. By the act of Congress, it was asserted, the express company had, therefore, the right or privilege of insisting that those who offered packages to be carried by express should either furnish the one-cent stamp or provide the means of paying for it. It was, moreover, alleged that the company had in effect but increased its rates on each shipment by adding to the previous rates the sum of the stamp tax. And it was averred that this increase the company was not forbidden to make, by the act of Congress imposing the one-cent stamp tax, and that the rate as increased by exacting that the one-cent stamp should be furnished or that its value be paid for by the shipper was just and reasonable, and was not in conflict with the act of Congress. The answer was in effect demurred to as not stating a defense. The case was submitted for decision on petition and answer. The court ordered the mandamus to issue substantially as prayed for. The cause was then removed by writ of certiorari to the supreme court of the state of Michigan, where the judgment of the trial court was affirmed. 118 Mich. 682, 77 N. W. 317. By an allowance of a writ of error the judgment of the supreme court of the state is before us for review. Messrs. Lewis Cass Ledyard and Wisner & Harvey for plaintiff in error. Mr. C. E. Warner for defendant in error. We will first dispose of the claim that this court is without jurisdiction to review the judgment, and that hence the writ of error should be dismissed. The contention is based upon the following: (1) That the proceeding below, being for a mandamus, was not a "suit" within the meaning of that term as employed in § 709 of the Revised Statutes; and (2) because no Federal question is involved, and no such question was below decided. The first proposition is not tenable. McPherson v. Blacker, 146 U. S. 1, 24, 36 L. ed. 869, 873, 13 Sup. Ct. Rep. 3; Hartman v. Greenhow, 102 U. S. 672, 26 L. ed. 271. The second is likewise without merit. From the summary of the pleadings just made, in the statement of the case, it is apparent that the issue between the parties involved an assertion on the one side that the act of Congress imposed on the express company the absolute duty of furnishing the receipt, of affixing the stamp thereto, and canceling the same. The argument was that it was hence a violation of the duty, imposed upon the express company by the act of Congress, for the company either to demand the stamp or the amount thereof from the shipper, and that it was also a violation of the act of Congress for the express company to increase its rates to the extent necessary to accomplish the result of securing the reimbursement of the amount of the one-cent stamp tax. On the other hand, the defense of the express company was that under the act of Congress it had the right, privilege, or immunity (which it specially set up and claimed) of demanding the payment of the one cent or of increasing its rates to the extent that the tax imposed a burden upon it, provided only the rates charged were just and reasonable. The question thus presented was in substance the only one decided by the supreme court of the state. In stating the issues arising for its decision, the court said: "The main question in the case relates to the construction to be placed upon the act in question," that is, the act of Congress. After a review of the provisions of the statute it was decided that under it the express company could not in any event or by any means transfer the burden of the tax in question. Considering the right of the express company to increase its rates to the extent necessary to secure the payment of the tax by the shipper, the court said: "It is contended, however, that the company has the right to make new regulations and establish new rates to meet all this burden. It is contended that the effect of this is to throw the burden upon the shipper. It is apparent upon the face of this proceeding that the very purpose of this change in the regulations and the increase of rates is to avoid the payment of the tax and thus cast upon the shipper the burden which the act of Congress puts upon the company. This is but an evasion and a subterfuge to avoid the terms of the act." The foregoing reasoning was supplemented by comment upon the fact that the increase of rate resulting from the charge of one cent on each package was made without reference to the distance each package was to be carried. We do not, however, understand the remarks on this subject as implying that the court below decided that the rate as increased by the one cent was intrinsically unreasonable without regard to the provisions of the act of Congress, but only that the rate as so increased was unreasonable, because an attempt on the part of the express company to shift the burden of the tax imposed upon it by the act cf Congress, and hence. was by legal inference forbidden by that act. No other view is possible when the state of the record is considered. As we have seen, the controversy was submitted on petition and answer. It is and nowhere, however, averred in the petition that the rates, with or without the addition of the tax, were intrinsically unjust and unreasonable; while in the answer, following an averment as to the enactment of the stamp act and its resulting effects, it was averred as follows: "Respondent therefore decided to raise, and did raise, its rates of transportation to an amount reasonable and just, and only necessary to meet the change of conditions made by said act, and save itself from great loss of revenue and profits as compared with its earnings before the passage of said act. "And respondent submits and asserts that it had the full and perfect right to make such change in its method of transacting its business and in its former rates for transportation." As, therefore, upon the submission of the cause upon the pleadings, there was no controversy as to the intrinsic reasonableness of the increased rates, it follows that if we were to hold that the court below had decided that the increased rates were unreasonable in themselves, we would conclude that the court below had so held, although it was substantially admitted on the record by both parties that the increase of rates was just and reasonable, if not forbidden by the act of Congress. But such action cannot be attributed consistently with reason and justice. This being the state of the case, the Federal question presented is wholly unaffected by what was said by the court on the subject of the right of the corporation to increase its charges by the amount of the tax. As there was no allegation that the rates existing prior to the imposition of the onecent stamp tax were unreasonable, it would follow that the rates which were otherwise reasonable were decided not to be so solely because there was added to the charge for each package the exact amount of the increased cost for transporting the package, occasioned as to each package, by the specific imposition on each by the act of Congress of the one-cent stamp tax. But to cause rates which were conceded to be reasonable to become unreasonable because alone of such increased charge the assumption must be made that the act of Congress not only imposed the burden of the tax solely on the express company, but also forbade its shifting the same by any and every method. And no other view is, in reason, possible when the averments of the answer are borne in mind. It hence results that the Federal question, although changed in form of statement, remains in substance the same. In the changed form it is as follows: Did the act of Congress deprive the express company of the right to shift the burden of the tax by increasing the rate by the exact amount distinctly and separately imposed by the act upon each shipment, and hence render the charge unreasonable, which would be in itself reasonable, except for the hypothesis that the act of Congress renders all efforts to shift the tax illegal. It follows that the case as made by the pleadings, and which was decided below, involved a right, privilege, or immunity under the act of Congress, which was specially set up and claimed by the express company, to contract with the shippers for the payment of the tax provided by the act of Congress, or to increase its rate, within the limit of reasonableness, to the extent of such tax, which right, privilege, or immunity was denied and held to be without merit by the cour below. There is therefore jurisdiction. Rev. Stat. 709, chap. 11. proposition, does an increase of rate by an express company which is otherwise just and reasonable become unlawful, under the act of Congress, because such increase is made with the purpose of shifting the burden of the one-cent tax from its own shoulders to that of the shipper? The first proposition is unnecessary to be considered, since, even although it be conceded that the act of Congress imposes on the express company the duty of paying the one-cent stamp tax, this admission would not be at all decisive of the cause unless also it be ascertained under the second proposition, that the act of Congress also forbids the express company from shifting the burden of the tax by means of an increase of rates. And no necessity for passing on the first proposition arises from the mere fact that the decision of the second proposition requires a consideration of the provisions of the statute which it would be necessary to take into view if the first proposition was under consideration. It is also to be observed that the second and third propositions, which involve, the one the right to shift the burden of the tax by exacting that the one cent be provided, and the other the power to increase rates within the limits of the requirement that the charges as increased be reasonable, both depend upon the same considerations. Indeed, the question into which all the issues are ultimately resolvable is whether the right exists to shift the burden, of course ever circumscribed by the duty of not exceeding reasonable rates. If it does not, that is, upon the hypothesis that it not only can be, but is, forbidden, then it must result that all methods adopted to attain the prohibited result are void. On the contrary, if the right to seek to shift the burden obtains, then the substantial result of what is done becomes the criterion, and the mere fact that the motive, announced, for a reasonable increase of rates, is declared to be a shifting of the burden, cannot prevent the exercise of the lawful right. The special provisions of the law upon which the case turns are the first paragraph of § 6 and the express and freight clause of Schedule A, forming a part of § 25. 30 Stat. at L. 451, 459, chap. 448. The paragraph of § 6 referred to is as follows: The controversy which is contained in the "Sec. 6. That on and after the first day of merits of the cause is resolvable into three July, eighteen hundred and ninety-eight, questions: First. Does the act of Congress there shall be levied, collected, and paid, for impose upon the express company the duty of making a receipt for a package tendered and in respect of the several bonds, debento it, and does it also forbid the express com- tures, or certificates of stock and of indebtpany from requiring the shipper to furnishedness, and other documents, instruments, the stamp to be affixed to the receipt, or of matters, and things mentioned and described supplying the means of paying for the same? in Schedule A of this act, or for or in respect Second. If the act of Congress does impose such duty on the express company, and does inhibit it from requiring that the shipper furnish the stamp or the means of pay ing for it, does the act further forbid the express company from seeking to cast the burden on the shipper by an increase of rates? Third. And, as a corollary of the second of the vellum, parchment, or paper upon which such instruments, matters, or things, or any of them, shall be written or printed by any person or persons, or party who shall make, sign, or issue the same, or for whose use or benefit the same shall be made, signed, or issued, the several taxes or sums of money set down in figures against the same, re |