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created. On the other hand, they were liable to be sued in the courts of a State other than that of their creation, provided jurisdiction could be obtained over them in any of the recognized modes of obtaining jurisdiction in a domestic tribunal over a foreign corporation. According to some judicial opinion, they were citizens of the State within which they were created, in such a sense that an action brought by them against a citizen of the State was not removable to a Federal court. But the contrary was held in the Federal courts, until the question was settled by Congress in the Act of July 12, 1882, which enacts as follows: "The jurisdiction for suits hereafter brought by or against any association established under any law providing for national banking associations, except suits between them and the United States, or its officers and agents, shall be the same as, and not other than, the jurisdiction for suits by or against banks not organized under any law of the United States, which do, or might do, banking business where such national banking associations may be doing business when such suits may be begun." Under this act, notwithstanding other provisions of the Revised Statutes of the United States," a Circuit Court of the United States has no jurisdiction if all the parties to the suit are citizens of the State within which the national bank is situated. The State courts, in dealing with national banks, do not exercise a new and special jurisdiction conferred upon them by Congress, but proceed in the exercise of the ordinary jurisdiction conferred upon them by their own constitutions and laws." The State


1 Market Bank v. Pacific Bank, 64 How. Pr. (N. Y.) 1. Compare post, §§ 7475, 7476, 7899.

Cooke v. State Nat. Bank, 50 Barb. (N. Y.) 339; s. c. 3 Abb. Pr. (N. 8.) (N. Y.) 339.

Davis v. Cook, 9 Nev. 134. 20 U. S. Stat., ch. 290, § 4. Rev. Stat. U. S., §§ 5209, 5239. • Whittemore v. Amoskeag Bank, 134 U. S. 527. The act refers only to suits commenced after its passage: First Nat. Bank v. Morgan, 132 U. S.

141. Prior to the passage of this act, the venue of actions in State courts against national banks was restrained to "the county or city in which said association is located," etc. 13 U. S. Stat., ch. 106, § 8; Act Feb. 18, 1875; 18 U. S. Stat. 316, 320, ch. 80; Rev. Stat. U. S., § 5198. But this was a personal privilege which the bank might waive. First Nat. Bank v. Morgan, 132 U. S. 141.

First Nat. Bank v. Overman, 22 Neb. 116; Claflin v. Houseman, 93


courts have jurisdiction of actions against a national bank to recover the penalty for taking usurious interest denounced by section 5198 of the Revised Statutes of the United States.1 Such an action is properly brought in any County or District Court of the State in which the national banking association is located, having jurisdiction of the amount involved.❜

§ 7437. Jurisdiction and Venue in Respect of Corporations Chartered by the United States Other than National Banks. A corporation chartered by an act of Congress cannot insist, as of right, that it shall sue and be sued exclusively in courts of the United States and of the State, in which the principal office is located; but Congress has power to confer this right in express terms.


§ 7438. State Jurisdiction in the Case of Interstate Corporations. We have elsewhere had occasion to consider the anomalous nature of a corporation which has been created by the concurrent legislation of two States, and we have had occasion to note the idle judicial casuistry which has been employed when dealing with the status of such a corporation. We have had occasion to note the theory that such concurrent action operates to create two corporations, and that one of these two corporations which has been created by the legislature of one

U. S. 130; Schuyler Nat. Bank v. Bollong, 28 Neb. 684; s. c. 24 Neb. 821.

1 Schuyler Nat. Bank v. Bollong, 24 Neb. 821; s. c. on second appeal, 28 Neb. 684.

'Schuyler Nat. Bank v. Bollong, 28 Neb. 684. 'Bank. Deveaux, 5 Cranch (U.S.), 61.

Osborn v. Bank, 9 Wheat. (U. S.) 738; Bank v. Planters' Bank, 9 Wheat. (U.S.) 904; Rev. Stat. U. S., $629, subsec. 10; Kennedy v. Gibson, 8 Wall. (U. S.) 498; Bank of Bethel v. Pahquioque Bank, 14 Wall. (U.S.) 383; Bank of Omaha v. Doug

lass County, 3 Dill. (U. S.) 298; Foss v. First Nat. Bank, 3 Fed. Rep. 185; Commercial Bank v. Simmons, 6 Chic. Leg. N. 344. As to the removal of causes in the case of corporations created by act of Congress, see post, § 7475. A corporation chartered by the United States, and having a domicile in Pennsylvania for the purposes of jurisdiction, may be sued in any county in that State where legal service of process may be had. Eby v. Northern Pac. R. Co., 13 Phila. (Pa.) 144.

• Ante, §§ 47, 319, 320, 688. Oompare post, §§ 7452, 7472, 7490, 7799, 7817, 8012, 8020, 8128.

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of the concurring States, is a domestic corporation within that State; whereas the other of these two corporations created by the legislation of the neighboring State is a foreign corporation in the former State, but a domestic corporation in the latter.' The result of this weak casuistry is that there are two corporations in each State, one domestic, and the other foreign. But there is but one board of directors. This board has been elected at one election; it proceeds under a single collection of by-laws; it sits in one place only; and no practical man of business ever dreams of a conception so fanciful as the conception that this body is really two bodies. But whatever may be the theory, all courts, State and Federal, agree that there is one domestic corporation in each State, subject to the jurisdiction of its courts, in like manner as any corporation created by or under its legislation, and, as such, capable of suing and being sued there,' although upon a cause of action arising in the other State. But it is possible for such an anomalous state of things to exist, as for a franchise to operate an interstate bridge, or an interstate railway, to be held by one collection of persons, natural or incorporate, under a grant of the legislature of one of the adjoining States, and by another such col. lection of persons under a similar grant from the legislature of the other adjoining State, -in which case an action by the possessors of the franchises granted by one State, against the possessors of the franchises granted by the other State, can only be maintained in the other State, because they are a foreign corporation in respect of the former State, and have no domicile there for jurisdictional purposes. Coming now to

? Ante, $$ 47, 319.

: Ohio &c. R. Co. v. Wheeler, 1 Black (U. S.), 286.

$ Guinault v. Louisville &c. R. Co., 41 La, An. 571; 8. c. 6 South. Rep. 850.

* Mississippi & Tennessee R. Co.v. Ayres, 16 Lea (Tenn.), 725.

6 The text is perhaps justified by a case where a bill was filed by the plaintiffs, owners of a charter from the State of South Carolina, of tho

Augusta bridge over the Savannah
River, which divides South Carolina
from Georgia, against the city council
of Augusta, in Georgia, owners of a
charter of the same bridge from the
State of Georgia, for an account of
tolls collected by the defendants, and
for an injunction to restrain them
from collecting more than one moiety
of tolis, and also from collecting any
tolls whatever at a new bridge which

the manner in which the courts of one of these concurring States will deal with such a corporation, we find that the Court of Appeals of Maryland has asserted the doctrine that a corporation owing its existence in part to the legislature of the State of Maryland, and in part to the legislature of another State, may be restrained, in Maryland, from expending its funds for any other than corporate purposes anywhere. The difficulty of accepting the conclusion is, that the courts of the other concurring State might get hold of the same corporation and make an opposing order. This is plain when the doctrine of the Maryland court is considered. The court held that, where a corporation is chartered in two separate States, and exercises its franchise in each, a plea to the jurisdiction in the courts of either State is not tenable, on the ground that the corporate property lies in a different State, or that it owes its corporate existence in part to another State. These difficulties point to the propriety of interstate corporations being chartered by Congress under its power to regulate commerce between the States. Indeed it is a matter of surprise that these interstate corporations, created by the concurrent legislation of different States, have been able to get along as well as they have, without more frequent complications in respect of jurisdiction; and the fact that they have been able to do so is very creditable to our State judicatories.

8 7439. Actions against Branches of Corporations. — It was customary, in the early days of our industrial development, for the legislatures of the different States to incorporate banks with the power to establish branches at different places in the States. These branches were not distinct corporations

they had built in violation of plain- diction, because the defendants were tiff's charter. It was averred in the non-residents of South Carolina, was bill that, of so much of the Augusta sustained. McKinne v. Augusta, 5 bridge as lay within the territorial Rich. Eq. (S. C.) 55. limits of South Carolina, the plain- State v. Northern Railway Co., tiffs were the owners, and it was inci- 18 Md. 193. dentally stated that the defendants 2 State v. Northern Railway Co., owned some lots in Hamburgh in 18 Md. 193. South Carolina. A plea to the juris

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unless the act of the legislature made them so, but were mere agencies of the principal corporation. Upon any contract

. made with the corporation through such a branch, the action was against the principal bank, that is to say, against the corporation itself, and not against the branch bank, which was the mere agent.'

8 7440. Actions in the County in which the Agent with Whom the Contract was Made Resides. Some of the States have, in their legislation, adopted the principle that an action may be brought against a corporation in the county in which the agent resides, with whom the contract, which is the subject of the action, was made; and under statutes of Kentucky, an action may be so brought, although the plaintiff resides in another county.



SECTION 7447. Early doctrine that a corpora

created by the concurrent
tion was not a “citizen," un-

legislation of two States.
der Federal Constitution and 7453. All the substantial parties must
Judiciary Act.

be of diverse citizenship. 7448. New doctrine that a corporation 7454. Application of this rule of jurisis a " citizen" of the State

diction to joint-stock comcreating it, for the purposes

panies. of Federal jurisdiction. 7455. Federal jurisdiction in the case 7449. Conclusively presumed to be a

of corporation owned by a citizen of the State creating it.

State. 7450. Effect of this rule on domestic 7456. Manner of pleading Federal corporations.

jurisdiction. 7451. Further of this rule.

7457. Further of this subject. 7452. Rule where the corporation is 7458. Manner of averring citizenship.

· Bank of Virginia v. Craig, 6 Leigh (Va.), 399; Tompkins +. Branch Bank, 11 Leigh (Va.), 372; Mason v. Farmers' Bank, 12 Leigh (Va.), 84. Where an action was brought against the president and directors of a branch bank, the defect was not merely a misnomer, but there was no action against the party

responsible on the contract. The de-
fect was not aided by verdict, nor cured
by any statute of jeofails, and neither
party could have judgment for costs :
Mason v. Farmers' Bank, 12 Leigh
(Va.), 84.

Owen v. Howard Ins. Co., 87
Ky. 571; 8. C. 10 8. W. Rep. 119; 10
Ky, L. Rep. 608.


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