other states to their enjoyment therein be given." It is clear that this provision guarantees the privileges and immunities of citizens of other states, and has no reference to action by a state in respect to its own citizens;1 nor does this constitutional provision vest the citizens of one state with any interest in the common property of citizens of another state. Therefore, a statute of a state by which other than its own citizens are prohibited from planting or taking oysters from the soil which is covered by the tide-waters of that state, is not a violation of any privilege or immunity of citizens, for, subject to the paramount right of navigation, the regulation of which in relation to foreign and interstate commerce has been granted to Congress by the Constitution, each state owns the soil of all tide-waters within its jurisdiction, and may appropriate them to be used by its citizens as a common for cultivating and taking fish, etc., if navigation be not thereby obstructed.2 Nor does this constitutional provision require a state to confer upon citizens of other states peculiar privileges granted to its own citizens; thus, the privilege of community of acquets or gains as between married persons in Louisiana, as regards lands in Louisiana acquired by a citizen of Mississippi, who, while living in that state has married a woman born in Louisiana, cannot be claimed as a constitutional right, for the wife by her marriage became a citizen of Mississippi. On the same principle, a state may enact

1 Bradwell v. State, 16 Wall. 130. 2 McCready v. Virginia, 94 U. S. 391. 3 Conner v. Elliott, 18 How. 593; Curtis, J., said, “we do not deem it needful to attempt to define the word 'privileges' in the clause of the Constitution. It is safer and more in accordance with the duty of a judicial tribunal, to leave its meaning to be determined in each case, upon a view of the particular rights asserted and denied therein, and especially is this true, when we are dealing with so broad a provision, involving matters not only of great delicacy and importance, but which are of such a character that any merely abstract definition could scarcely be correct; and a failure to make it so would

a statute of limitations, discriminating, as regards suits against non-resident defendants, against creditors, if citizens of other states, and in favour of creditors who are citizens of the state.1 On the other hand a state cannot, without contravening this constitutional provision, so discriminate by taxation against either the natural products of, or the goods manufactured in, another state, as to hinder the citizens of that other state in their exercise of the rights of freely transporting and selling their goods manufactured or unmanufactured.2 Nor can a state by taxation, or otherwise, restrict the exercise by the citizens of other states of their right of free transit from place to place within the United States, in order to approach the seat of government of the United States and the federal offices in the various states.3

118. Foreign corporations are, in the states of the United States, corporations created by any other state, or by a foreign government. A joint stock partnership organized under the laws of a foreign country, with a statutory recognition of the distinctive entity of the

certainly produce mischief." In McCready v. Virginia, 94 U. S. 375, Waite, C. J., after referring to the view thus expressed by Curtis, J., added, "this clearly is the safer course to pursue." These dicta, of course, mean only that in the decision of a cause, the court ought to confine themselves to the case at bar and ought not to so generalize as to prejudge cases that have not yet arisen for determination, but they do not mean that the court, in order to arrive at a decision should reason empirically, and should avoid a clear statement of the general principles whose application must necessarily determine the particular case. If they did mean that, they would establish a "rule" which is not "salutary," and they would lay down a course" which is not the "safer" one to pursue.

1 Chemung Canal Bank v. Lowery, 93 U. S. 72; Strong, J., dissented.

2 Ward v. Maryland, 12 Wall. 418; Welton v. Missouri, 91 U. S. 275; Webber v. Virginia, 103 id. 344; Guy v. Baltimore, 100 id. 434; Corson v. Maryland, 120 id. 502; Robbins v. Shelby County, ibid. 489; Walling v. Michigan, 116 id. 446; sed cf. Hinson v. Lott, 8 Wall. 148; Machine Co. v. Gage, 100 U. S. 676; Tiernan v. Rinker, 102 id. 123; Downham v. Alexandria Council, 10 Wall. 173.

3 Crandall v. Nevada, 6 Wall. 35.

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association and with powers of transfer of shares and succession of members, and the right to sue and be sued as an aggregation, is regarded in the United States as a foreign corporation. A corporation is not, in its corporate capacity, a citizen, within the meaning of the Constitution. It, therefore, cannot, when the jurisdiction of the court is dependent on the citizenship of the parties, sue "the citizen of a state, other than that by which it was chartered, unless the persons who compose the corporate body are all citizens of that state," but it may in such a case sue in its corporate name, averring that its members are citizens of the state incorporating it, and, for purposes of jurisdiction, there is a conclusive presumption of law that the members of a corporation are citizens of the state creating it.* A foreign corporation is not a citizen within the meaning of Section 2 of Art. IV of the Constitution, which declares that "the citizens of each state shall be entitled to all privileges and immunities of citizens in the several states." While corporations are, so far as regards the legislation of the state creating them, persons to be protected within the meaning of the XIV Amendment, a corporation chartered by one state is not, within the meaning of that amendment, a person " within the jurisdiction of a state, denying to it "the equal protection of the law" by the discriminating conditions on which it is permitted to do business in the state." A

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1 Liverpool Ins. Co. v. Massachusetts, 10 Wall. 566.

2 The Bank of the United States v. Deveaux, 5 Cr. 61; Paul v. Virginia, 8 Wall. 168.

3 The Bank of the U. S. v. Deveaux, 5 Cr. 61.

* L. C. & C. R. R. v. Letson, 2 How. 497; Marshall v. B. & O. R. R., 16 id. 314; C. D. Co. v. Shepherd, 20 id. 232; O. & M. R. R. v. Wheeler, 1 Bl. 286; Express Co. v. Kountze, 8 Wall. 342; R. R. v. Whitton, 13 Wall. 277.

5 Paul v. Virginia, 8 Wall. 168.

• Santa Clara County v. S. P. R. R., 118 U. S. 394, 396. Phila. Fire Association v. New York, 119 U. S. 110.

corporation exists only in contemplation of law and by force of law, and it can have no legal existence beyond the bounds of the sovereignty creating it, unless it be, by comity, permitted to exist within the bounds of some other sovereignty. A corporation, therefore, cannot exercise, in any other sovereignty within whose bounds it may be by comity permitted to act, any power which its charter does not authorize it to exercise,2 nor can it exercise therein any power the exercise of which is not, either expressly or impliedly, permitted by the laws of the sovereignty within whose bounds it is exercised, saving rights, if any, secured to the corporation by the Constitution of the United States. Of course, if there be no prohibitory legislation, it is not competent for an individual citizen, not personally interested in the corporation, to object to the doing of business within a state by a foreign corporation. Unless the local law prohibit, a foreign corporation, if its charter so authorizes, may sue and be sued in the courts of a state, make contracts, acquire and hold real estate," buy and sell bills of exchange, and negotiate and issue policies of life and fire insurance." Corporations, by

6

8

1 The Bank of Augusta v. Earle, 13 Pet. 512; O. & M. R. R. v. Wheeler, 1 Bl. 286; Runyan v. Coster, 14 Pet. 112.

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2 Runyan v. Coster, 14 Pet. 112, 130; Bank of Augusta v. Earle, 13 Pet. 519, 587.

3 Runyan v. Coster, 14 Pet. 122, 130.

Waite, C. J., said, in P. T. Co. v. W. U. T. Co., 96 U. S. 1, 13, "no citizen of a state can enjoin a foreign corporation from pursuing its business. Until the state acts in its sovereign capacity, individual citizens cannot complain. The state must determine for itself when the public good requires that its implied assent to the admission shall be withdrawn."

5 Bank of Augusta v. Earle, 13 Pet. 519, 587; Cowles v. Mercer County, 7 Wall. 118.

6 Bank of Augusta v. Earle, 13 Pet. 519, 591; Runyan v. Coster, 14 id. 122, 129. 7 Runyan v. Coster, 14 Pet. 122. • Bank of Augusta v. Earle, 13 Pet. 519. 9 Paul v. Virginia, 8 Wall. 168; Ducat v. Chicago, 10 id. 410; Liverpool Ins. Co. v. Massachusetts, ibid. 566; Phila. Fire Association v. New York, 119 U. S. 110

doing business within the bounds of a sovereignty, other than that which has created them, do not become corporations of that other sovereignty, nor lose privileges, which are incident to their citizenship in the sovereignty which created them. Therefore, a railway corporation of Maryland does not, by becoming lessee of a railway in Virginia, forfeit its right to remove into the Circuit Court of the United States a suit brought against it in the courts of Virginia by a citizen of that state.1 A state may discriminate in favour of its own corporations and against foreign corporations; it may tax foreign corporations, it may arbitrarily refuse to foreign corporations permission to do business within its territory, or it may give its consent on any conditions which "are not repugnant to the Constitution or laws of the United States, nor inconsistent with those rules of public law which secure the jurisdiction and authority of each state from encroachment by all others, or that principle of natural justice which forbids condemnation without opportunity for defense;" it may impose on a foreign corporation a condition that service of process on the resident agent representative of the corporation on reasonable notice shall be considered a service upon the corporation, and it may prohibit the transaction of the business. of insurance within its bounds by a foreign corporation, or it may impose in its discretion conditions on the performance of such business, for contracts of insurance being covenants for indemnity and not articles of commerce, the negotiation and issue of policies of insur

1 B. & O. R. R. v. Koontz, 104 U. S. 5.

2 Paul v. Virginia, 8 Wall. 168; Ducat v. Chicago, 10 id. 410.

3 Paul v. Virginia, 8 Wall. 168; Ducat v. Chicago, 10 id. 410; Liverpool Ins. Co. v. Massachusetts, ibid. 566.

* L, Ins. Co. v. French, 18 How. 404, 407; St. Clair v. Cox, 106 U. S. 350, 356; Paul v. Virginia, 8 Wall. 168.

5 L. Ins. Co. v. French, 18 How. 404; St. Clair v. Cox, 106 U. S. 350, 356.