Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/418

 § 411.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. 3. CITIZENSHIP OF CORPORATIONS WITH RESPECT TO THE JURISDICTION OF THE FEDERAL COURTS. Earlier rule, § 410. Overruled, §§ 411, 412. Averments in pleading, § 413. § 410. The questions just discussed regarding the status of a corporation incorporated by two states have, in large Earlier measure, arisen with respect to that jurisdiction of the Federal courts which depends on the citizenship of the parties to a suit. 1 The earliest case in the Supreme Court on this jurisdiction, when a corporation is a party, is Bank of United States v. Deveaux, 3 which held that, though a corpora- tion aggregate composed of citizens of one state might sue a citizen of another state in a Federal Circuit Court, yet such a corporation could not in its corporate capacity be a citizen of the state incorporating it so as to be competent to sue in a Fed- eral Circuit Court without regard to the citizenship of its mem- bers. 3 § 411. This case was overruled in Louisville, Cincinnati, etc., li. R. Co. v. Letson, 4 where the court said that a cor- Overmied. p 0ra tion created by a state to perform its functions under the authority of that state, and only suable there, though it may have members out of the state, seemed to them a per- son, though an artificial one, inhabiting and belonging to that implies the creation of a corpora- tion. Pennsylvania R. R. Co. v. St. Louis, etc., R. R. Co., 118 U. S. 290; Goodlett v. Louisville, etc., R. R., 122 U. S. 391; Louisville, N. A. & C. R'y Co. v. Louisville Trust Co., 174 U. S. 552. This is a question of legislative intent; i. e., did the state mean the foreign corporation to be- come a domestic corporation? An- gier v. East Tennessee, etc., R. R., 74 Ga. 633. Franchises granted by a state to a foreign corporation will not make it a domestic corporation, where it does not accept the fran- chises or act under them. Philadel- phia, W. & B. R. R. Co. v. Kent 398 County R. R. Co., 5 Houst. (Del. ) 127. 1 A corporation may be entitled on other grounds to sue in a Federal court. See Fed. Cons., Art. III. § 2. Compare Miners' Bank e. Iowa, 12 How. 1. A national bank can, by reason of its character as such, sue in a Federal court. Bank of Omaha v. Douglas County, 3 Dill. 298. 2 5 Cranch, 61. 3 Accord, Commercial, etc., Bankr. Slocomb, 14 Pet. 60; Irvine v. Lowry, 14 Pet. 293. 4 2 How. 497. This was the first case in the Supreme Court reports where a railroad corporation was a party.