Railroad Co. v. Wheeler, 1 Black 286, 296; Muller v. Dows, 94 U. S. 444; Steamship Co. v. Tugman, 106 U. S. 118, 121; Railroad Co. v. Alabama, 107 U. S. 581, 585; Insurance Co. v. Francis, 11 Wall. 210, 216.)

In Ex parte Schollenberger, 96 U. S. 369, 377, Chief Justice Waite said: "A corporation can not change its residence or its citizenship. It can have its legal home only at the place where it is located by or under the authority of its charter; but it may by its agents transact business anywhere, unless prohibited by its charter, or excluded by local laws." The jurisdiction of the circuit court in that case, as well as in Insurance Co. v. Woodworth, 111 U. S. 138, 146, 4 Sup. Ct. Rep. 364, was maintained upon the ground that the defendant corporation, though incorporated in another state, yet, by reason of doing business in the state in which the suit was brought, and having appointed an agent there as required by its laws, upon whom process against the company might be served, was found in that state, within the meaning of the act of March 3, 1875, ch. 137, § 1, then in force, and hereinbefore cited.

The statute now in question, as already observed, has repealed the permission to sue a defendant in a district in which he is found, and has peremptorily enacted that, "where the jurisdiction is founded only on the fact that the action is between citizens of different states, suit shall be brought only in the district of the residence of either the plaintiff or the defendant." In a case between natural persons, as has been seen, this clause does not allow the suit to be brought in a state of which neither is a citizen. If congress, in framing this clause, did not have corporations in mind, there is no reason for giving the clause a looser and broader construction as to artificial persons who were not contemplated than as to natural persons who were. If, as it is more reasonable to suppose, congress did have corporations in mind, it must be presumed also to have had in mind the law, as long and uniformly declared by this court, that, within the meaning of the previous acts of congress giving jurisdiction of suits between citizens of different states, a corporation could not be considered a citizen or a resident of a state in which it had not been incorporated.

Under the existing act of congress a corporation incorporated in one state only, can not be compelled to answer, in a circuit court of the United States held in another state in which it has a usual place of business, to a civil suit, at law or in equity, brought by a citizen of a different state.

Writ of mandamus denied.

Mr. Justice HARLAN dissented.

Note. Residence of corporations for purposes of suits against them. Theories:

(a) In the state, county or district where the principal office is: 1850, Clarke v. Bank of Misssisippi, 10Ark. 516, 52 Am. Dec. 248; 1852, Central Bank v. Gibson, 11 Ga. 453; 1855, Conroe v. National Protec. Ins. Co., 10 How. Pr. 403; 1856, Thorn v. Central R., 2 Dutch. (N. J.) 121; 1858, Connecticut & P. R. Co. v. Cooper, 30 Vt. 476, 73 Am. Dec. 319; 1859, Crowley v. Panama R., 30 Barb. 99; 1861, Adams v. Great West. R. Co., 6 Hurls. & N. 404, 30 L. J. (N. S.)

Eq. 124; 1863, Jenkins v. California Stage Co., 22 Cal. 537; 1888, Holgate v. Oregon Pac. R. Co., 116 Ore. 123, 20 A. & E. Corp. Cas. 527; 1894, Galveston, H. & S. A. R. Co. v. Gonzales, 151 U. S. 496; 1895, Ireland v. Globe Milling Co., 19 R. I. 180, 61 Am. St. Rep. 756; 1895, In re Keasbey, etc., 160 U. S. 221; 1896, Duke v. Taylor, 37 Fla. 64, 53 Am. St. Rep. 232; 1896, Crookston v. Centennial En. M. Co., 13 Utah 117, 4 A. & E. Corp. Cas. N. S. 30; 1898, Bergner, etc., Brewing Co. v. Dreyfus, 172 Mass. 154, 70 Am. St. Rep. 251; 1898, Turcott v. R., 101 Tenn. 102, 70 Am. St. Rep. 661; 1899, Louisville, N. A. & C. R. v. La. T. Co., 174 U. S. 552, 19 S. C. 819. See, also, note, p. 56, supra.

(b) Railroad and other companies, having improvements located in various counties, may be sued in any county in which their lines are, and where they do business: 1854, Bristol v. Chicago & Aurora R. Co., 15 Ill. 436; 1857, Baldwin v. Mississippi R. Co., 5 Clarke (Iowa) 518; 1857, Belden v. N. Y. & Harlem R. Co., 15 How. Pr. (N. Y.) 17; 1858, Connecticut & P. R. Co. v. Cooper, 30 Vt. 476, 73 Am. Dec. 319, contra; 1859, Richardson v. Burlington, etc., R. Co., 8 Clarke (Iowa) 260.

(c) Some cases hold that jurisdiction is not confined to locality of principal office, but extends throughout the territory of the state granting the charter: 1845, Cromwell v. Insurance, 2 Rich. Law (S. C.) 512; 1846, Glaize v. South Car. R. Co., 1 Strobh. Law (S. C.) 70; 1855, B. & O. R. Co. v. Gallahue's, Admr., 12 Gratt. (Va.) 655, 65 Am. Dec. 254.

(d) A few cases held that corporations had no residence, but must be sued where one or more corporators reside: 1839, Wood v. Hartford Fire Ins. Co., 13 Conn. 202, 33 Am. Dec. 395; Bank of U. S. v. Deveaux, 5 Cranch (U. S.) 61; Cooper's Lessee v. Galbraith, 3 Wash. (C. C.) 546; 1867, City of St. Louis v. Wiggins Ferry Co., 40 Mo. 580, contra, and the many recent cases given in (a) above.

Sec. 324. Same. Alien corporation.

BARROW STEAMSHIP COMPANY v. KANE.1

1898. IN THE SUPREME COURT OF THE UNITED STATES. 170 U. S. Rep. 100–113.

MR. JUSTICE GRAY. This action was brought in the circuit court of the United States for the southern district of New York against the Barrow Steamship Company, by a passenger on one of its steamships on a voyage from Londonderry, in Ireland, to the city of New York, for an assault upon him by its agents in the port of Londonderry. The certificate of the circuit court of appeals shows that the plaintiff is a citizen and resident of the state of New Jersey; that the defendant is a corporation, organized and incorporated under the laws of the United Kingdom of Great Britain and Ireland, and a common carrier running a line of steamships from ports in that kingdom to the port of New York, and does business in the state of New York, through a mercantile firm, its regularly appointed agents, and upon whom the summons in this action was served.

It was contended, in behalf of the steamship company, that, being a foreign corporation, no suit could be maintained against it in personam in this country without its consent, express or implied; that by doing business in the state of New York it consented to be sued only as authorized by the statutes of the state; that the jurisdiction 1 Statement except as given in the opinion omitted.

of the courts of the United States held within the state depended on the authority given by those statutes; that the statutes of New York conferred no authority upon any court to issue process against a foreign corporation in an action by a non-resident, and for a cause not arising within the state, and, therefore, that the circuit court acquired no jurisdiction of this action brought against a British corporation by a citizen and resident of New Jersey.

The constant tendency of judicial decisions in modern times has been in the direction of putting corporations upon the same footing as natural persons in regard to the jurisdiction of suits by or against

them.

By the constitution of the United States the judicial power, so far as depending upon citizenship of parties, was declared to extend to controversies "between citizens of different states," and to those between "citizens" of a state and foreign "citizens or subjects." And congress, by the judiciary act of 1789, in defining the original jurisdiction of the circuit courts of the United States, described each party to such a controversy, either as "a citizen" of a state, or as "an alien." Act of September 24, 1789, § 11; 1 Stat., 78; Rev. Stat., $629. Yet the words "citizens" and "aliens," in these provisions of the constitution and of the judiciary act, have always been held by this court to include corporations.

The jurisdiction of the circuit courts over suits between a citizen of one state and a corporation of another state was at first maintained upon the theory that the persons composing the corporation were suing or being sued in its name, and upon the presumption of fact that all those persons were citizens of the state by which the corpora tion had been created, but that this presumption might be rebutted, by plea and proof, and the jurisdiction thereby defeated. Bank of United States v. Deveaux, 5 Cranch 61, 87, 88; Hope Ins. Co. v. Boardman, 5 Cranch 57; Commercial Bank v. Slocomb, 14 Pet. 60.

But the earlier cases were afterwards overruled, and it has become the settled law of this court that, for the purposes of suing and being sued in the courts of the United States, a corporation created by and doing business in a state is, although an artificial person, to be considered as a citizen of the state as much as a natural person, and there is a conclusive presumption of law that the persons composing the corporation are citizens of the same state with the corporation. Louisville, etc., Railroad v. Letson, 2 How. 497, 558; Marshall v. Baltimore & Ohio Railroad, 16 How. 314, 329; Muller v. Dows, 94 U. S. 444; Steamship Co. v. Tugman, 106 U. S. 118; St. Louis & San Francisco Railway v. James, 161 U. S. 545, 555-559.

(Quoting from Bank of Augusta v. Earle, 13 Pet. 519.)

The manifest injustice which would ensue, if a foreign corporation, permitted by a state to do business therein, and to bring suits in its courts, could not be sued in those courts, and thus, while allowed the benefits, be exempt from the burdens of the laws of the state, has induced many states to provide by statute that a foreign corporation making contracts within the state shall appoint an agent residing

therein, upon whom process may be served in actions upon such contracts. This court has often held that wherever such a statute exists service upon an agent so appointed is sufficient to support jurisdiction of an action against the foreign corporation, either in the courts of the state, or, when consistent with the acts of congress, in the courts of the United States held within the state, but it has never held the existence of such a statute to be essential to the jurisdiction of the circuit courts of the United States. Lafayette Ins. Co. v. French, 18 How. 404; Ex parte Schollenberger, 96 U. S. 369; New England Ins. Co. v. Woodworth, 111 U. S. 138, 146; Shaw v. Quincy Mining Co., 145 U. S. 444, 452.

(Citing and quoting from Lafayette Ins. Co. v. French, 18 How. 408, 409; Railroad Co. v. Harris, 12 Wall. 65, 83, 84.)

In England the right of a foreign corporation doing business in England to sue in the English courts was long ago recognized, and its liability to be subjected to suit in those courts, by service made upon one of its principal officers residing and representing it within the realm, has been fully established by recent decisions. Newby v. Von Oppen, L. R. 7 Q. B. 293; Haggin v. Comptoir d'Escompte de Paris, 23 Q. B. D. 519.

In the courts of several states of the union the like view has prevailed. Libbey v. Hodgdon, 9 N. H. 394; March v. Eastern Railroad Co., 40 N. H. 548, 579; Day v. Essex County Bank, 13 Vt. 97; Moulin v. Trenton Ins. Co., 1 Dutcher (25 N. J. Law) 57; Bushel v. Commonwealth Ins. Co., 15 S. & R. 173; North Missouri Railroad v. Akers, 4 Kan. 453, 469; Council Bluffs Co. v. Omaha Co., 49 Neb. 537. The courts of New York and Massachusetts, indeed, have declined to take jurisdiction of suits against foreign corporations, except so far as it has been expressly conferred by statutes of the state. McQueen v. Middletown Manuf. Co., 16 Johns. 5; Robinson v. Oceanic Steam Navigation Co., 112 N. Y. 315; Desper v. Continental Water Meter Co., 137 Mass. 252. But the jurisdiction of the circuit courts of the United States is not created by, and does not depend upon, the statutes of the several states.

In the circuit courts of the United States there have been conflicting opinions, but the most satisfactory ones are those of Judge Drummond and Judge Lowell in favor of the liability of foreign corporations to be sued. Wilson Packing Co. v. Hunter, 8 Bissell 429; Hayden v. Androscoggin Mills, 1 Fed. Rep. 93.

(Citing and quoting from Lafayette Ins. Co. v. French, 18 How. 407.)

The object of the provisions of the constitution and statutes of the United States, in conferring upon the circuit courts of the United States jurisdiction of controversies between citizens of different states of the union, or between citizens of one of the states and aliens, was to secure a tribunal presumed to be more impartial than a court of the state in which one of the litigants resides.

The jurisdiction so conferred upon the national courts can not be abridged or impaired by any statute of a state. Hyde v. Stone, 20

How. 170, 175; Smyth v. Ames, 169 U. S. 466, 516. It has, therefore, been decided that a statute, which requires all actions against a county to be brought in the county court, does not prevent the circuit court of the United States from taking jurisdiction of such an action, Chief Justice Chase saying that "no statute limitation of suability can defeat a jurisdiction given by the constitution." Cowles v. Mercer County, 7 Wall. 118, 122; Lincoln County v. Luning, 133 U. S. 529; Chicot County v. Sherwood, 148 U. S. 529. So statutes requiring foreign corporations, as a condition of being permitted to do business within the state, to stipulate not to remove into the courts of the United States suits brought against them in the courts of the state, have been adjudged to be unconstitutional and void. Home Ins. Co. v. Morse, 20 Wall. 445; Barron v. Burnside, 121 U. S. 186; Southern Pacific Co. v. Denton, 146 U. S. 202.

On the other hand, upon the fundamental principle that no one shall be condemned unheard, it is well settled that in a suit against a corporation of one state, brought in a court of the United States held within another state, in which the corporation neither does business, nor has authorized any person to represent it, service upon one of its officers or employes found within the state will not support the jurisdiction, notwithstanding that such service is recognized as sufficient by the statutes or the judicial decisions of the state. St. Clair v. Cox, 106 U. S. 350; Fitzgerald Co. v. Fitzgerald, 137 U. S. 98, 106; Goldey v. Morning News, 156 U. S. 518. See, also, Mexican Central Railway v. Pinkney, 149 U. S. 194.

By the existing act of congress defining the general jurisdiction of the circuit courts of the United States, those courts "shall have original cognizance, concurrent with the courts of the several states, of all suits of a civil nature, at common law or in equity, when the matter in dispute exceeds, exclusive of interest and costs, the sum or value of two thousand dollars," "in which there shall be a controversy between citizens of different states,' "or a controversy between citizens of a state and foreign states, citizens or subjects," and, as has been adjudged by this court, the subsequent provisions of the act, as to the district in which suits must be brought, have no application to a suit against an alien or a foreign corporation, but such a person or corporation may be sued by a citizen of a state of the union in any district in which valid service can be made upon the defendant. Act of March 3, 1887, ch. 373, § 1, as corrected by the act of August 13, 1888, ch. 866, § 1; 24 Stat., 552; 25 Stat., 434; Shaw v. Quincy Mining Co., 145 U. S. 444, 453; In re Hohorst, 150 U. S. 653; Galveston, etc., Railway v. Gonzales, 151 U. S. 496, 503; In re Keasbey & Mattison Co., 160 U. S. 221, 229, 230.

The present action was brought by a citizen and resident of the state of New Jersey, in a circuit court of the United States held within the state of New York, against a foreign, corporation doing business in the latter state. It was for a personal tort committed abroad, such as would have been actionable if committed in the state of New York or elsewhere in this country, and an action for which