St. Louis Railway Company v. James/Dissent Harlan

Mr. Justice HARLAN, dissenting.

I am of opinion that this action is one of which the circuit court of the United States for the Western district of Arkansas could properly take cognizance, and that the fourth question propounded by the circuit court of appeals should be answered in the affirmative, in which case it will become unnecessary to answer the other questions.

The statement of the case, to which the certified questions are appended, does not distinctly show whether the railway company is described in the complaint or declaration as a corporation of Missouri or as a corporation of Arkansas; but I take it that the able judges who joined in the certificate did not intend to ask this court whether the court below had jurisdiction of an action brought by a citizen of Missouri against a corporation of that state. It must be assumed that the defendant company, the St. Louis & San Francisco Railway Company, is sued as a corporation of Arkansas.

Is there an Arkansas corporation by the name of the St. Louis & San Francisco Railway Company? The Missouri corporation of the same name complied with the Arkansas statute of March 13, 1889, by filing in the office of the secretary of state of Arkansas a certified copy of its articles of incorporation; and therefore, if effect be given to the statute as a valid enactment, it became, also, a corporation of Arkansas. This is made clear by the last proviso of section 2 of the Arkansas statute, declaring: 'And provided further, that every railroad corporation of any other state which has heretofore leased or purchased any railroad in this state shall, within sixty days from the passage of this act, file a duly certified copy of its articles of incorporation or charter with the secretary of state of this state, and shall thereupon become a corporation of this state, anything in its articles of incorporation or charter to the contrary notwithstanding, and in all suits or proceedings instituted against any such corporation, process may be served upon the agent or agents of such corporation or corporations in this state in the same manner that process is authorized by law to be served upon the agents of railroad corporations in this state, organized and existing under the laws of this state.'

We have, then, two distinct corporations,-one being the St. Louis & San Francisco Railway Company, a Missouri corporation; the other, the St. Louis & San Francisco Railway Company, an Arkansas corporation. If a citizen of Tennessee, being a passenger on the St. Louis & San Francisco Railway, as operated in Arkansas, be injured by the negligent conduct of those who operated the road in Arkansas, it is clear, if the amount in dispute be sufficient, that he could sue the St. Louis & San Francisco Railway Company, as a corporation organized under the laws of Arkansas, in the federal circuit court sitting in that state. The right to maintain such a suit shows that there is an Arkansas corporation distinct as to its corporate existence from the Missouri corporation of the same name, and having, for purposes of suit, a citizenship in Arkansas.

In the particular just mentioned, the present case is not substantially different from that of Railroad Co. v. Wheeler, 1 Black, 286, 297, 298. The report of that case shows that a corporation by the name of the Ohio & Mississippi Railroad Company was chartered by the states of Indiana and Ohio. Chief Justice Taney said: 'The president and directors of the Ohio and Mississippi Railroad Company is, therefore, a distinct and separate corporate body in Indiana from the corporate body of the same name in Ohio, and they cannot be joined in a suit as one and the same plaintiff, nor maintain a suit in that character against a citizen of Ohio or Indiana in a circuit court of the United States.' If the present suit had been brought against the St. Louis & San Francisco Railway Company, as incorporated both in Missouri and Arkansas, the complaint, under the decision in the Wheeler Case, would have disclosed, upon its face, a want of jurisdiction, for one of the defendant corporations and the plaintiff, in such a case, would be citizens of the same state. In Railroad Co. v. Harris, 12 Wall. 65, 82, the court said: 'Nor do we see any reason why one state may not make a corporation of another state, as there organized and conducted, a corporation of its own, quoad any property within its territorial jurisdiction. That this may be done was distinctly held in Railroad Co. v. Wheeler, 1 Black, 297.'

The same point arose and was decided in Railway Co. v. Whitton, 13 Wall. 270. It appears from thereport of that case, but more distinctly from the original record, which I have examined, that the Chicago & Northwestern Railway Company was a corporation of Wisconsin, and also of Illinois and Michigan, respectively. The plaintiff sued, in a court of Wisconsin, as a citizen of Illinois. The defendant was the Chicago & Northwestern Railway Company, incorporated in Wisconsin. The question was whether that case was removable to the federal court, sitting in Wisconsin, upon the ground of diverse citizenship. That question was decided in the affirmative. It was objected that the Chicago & Northwestern Railway Company, although a corporation of Wisconsin, was also a corporation under the laws of Illinois, of which state the plaintiff was a citizen. This court, speaking by Mr. Justice Field, said: 'The answer to this position is obvious. In Wisconsin the laws of Illinois have no operation. The defendant is a corporation, and as such a citizen of Wisconsin, by the laws of that state. It is not there a corporation or a citizen of any other state. Being there used, it can only be brought into court as a citizen of that state, whatever its status of citizenship may be elsewhere. Nor is there anything against this view, but, on the contrary, much to support it, in the case of Railroad Co. v. Wheeler, 1 Black, 286.' Referring to the decision of the Wheeler Case, the court held that the Chicago & Northwestern Railroad Company must be regarded, for all purposes of jurisdiction in the federal courts, as a distinct corporation in each of the states of Wisconsin, Illinois, and Michigan.

So, in Nashua & L. R. Corp. v. Boston & L. R. Corp., 136 U.S. 356, 372, 373, 10 Sup. Ct. 1004, it was held that a corporation created by the laws of Massachusetts, bearing the same name, composed of the same stockholders, and designed to accomplish the same purposes as a New Hampshire corporation, was not the same corporation with the one in New Hampshire. The court said: 'Identity of name, powers, and purposes does not create an identity of origin or existence, any more than other statutes, alike in language, passed by different legislative bodies, can properly be said to owe their existence to both. To each statute and to the corporation created by it there can be but one legislative paternity.'

To the same effect are Muller v. Dows, 94 U.S. 444, 447; Railroad Co. v. Vance, 96 U.S. 450, 453, 457; Clark v. Barnard, 108 U.S. 436, 448, 452, 2 Sup. Ct. 878: Farnum v. Canal Co., 1 Sumn. 46, Fed. Cas. No. 4,675; St. Louis, A. & T. H. R. Co. v. Indianapolis & St. L. R. Co., 9 Biss. 144, Fed. Cas. No. 12,237.

I submit with confidence that if the defendant company is a corporation of Arkansas, and wholly distinct, as a corporate body, from the corporation in Missouri of the same name, the jurisdiction of the court below to determine the controversy between the present parties is not defeated by the fact that the Missouri corporation and the plaintiff are both citizens of Missouri. If this view be sound, it results that the plaintiff, a citizen of Missouri, can invoke the jurisdiction of the United States circuit court, sitting in Arkansas, to determine a controversy between her and the St. Louis & San Francisco Railway Company, a corporation of Arkansas.

We are here met with the suggestion that the cause of action arose in Missouri, and that the injuries of which the plaintiff complains were committed in Missouri, by the Missouri corporation bearing the same name as that of the present defendant. But the question still remains whether, in view of the relations of the Arkansas corporation to the St. Louis & San Francisco Railway in Missouri, the Arkansas corporation could be separately sued in the federal court, sitting in Arkansas. The jurisdiction of the court below existed by reason of the diverse citizenship of the parties. If, upon the facts disclosed at the trial, the court was of opinion that the Arkansas corporation was not liable to the plaintiff upon a cause of action arising in Missouri, it would not dismiss the action for want of jurisdiction, but would direct the jury to return a verdict for the defendant.

Was not the Arkansas corporation liable to the plaintiff, albeit the cause of action arose in Missouri? It appears from the record that the road from Monett, Mo., to Ft. Smith, Ark., is, and for many years has been, operated as one continuous line. The entire line is under the joint management of the Missouri and Arkansas corporations. In other words, the St. Louis & San Francisco Railway Company, as a Missouri corporation, manages the property situated in Missouri, and, as an Arkansas corporation, manages the property situated in Arkansas.

Are not both corporations liable to the plaintiff under the authority of Railroad Co. v. Jones and Railroad Co. v. Stewart, 155 U.S. 333, 15 Sup. Ct. 136? The facts in that case were these: The plaintiffs were personally injured by a railroad collision between a train of the Virginia Midland Railway Company and a train of the Alexandria & Fredericksburg Railway Company. The injury occurred near Washington, but in Virginia, on the tracks of the Alexandria & Washington Railroad Company. The suit was brought against the latter company, which was then in the hands of a receiver, as well as against several other companies. One of the questions in the case was whether any company was liable except the one whose negligence was the immediate cause of the injury. This court, speaking by Mr. Justice Shiras, said: 'Our views respecting the exceptions urged on behalf of the other plaintiffs in error are briefly expressed as follows: There was evidence from which the jury might properly infer that the railroad between the cities of Alexandria and Washington was managed and controlled for the common use of the Baltimore and potomac Railroad Company (owning that portion of the route that lies between Washington and the south end of the Long Bridge), the Alexandria andria and Washington Railroad Company (owning that portion between the south end of the Long Bridge and St. Asaph's Junction), and the Alexandria and Fredericksburg Railway Company (owning the line between St. Asaph's Junction and Alexandria); that the gross earnings of these companies, derived from this line between Alexandria and Washington, including what the Virginia Midland Railway Company paid for the privilege of running its trains over these tracks, and what was received for transportation of mails, went into the hands of a common treasurer, and were by him, after paying operating expenses, divided among the three companies, according to some rule not very definitely shown, but apparently in proportion to the miles of track of each road; that the operating and accounting officers of the three companies were the same; that the freight train in question was, at the time of the collision, on that portion of the road which belonged to the Alexandria and Washington Company; that the engineer and fireman were employes of the Baltimore and Potomac Railroad Company; that the engine was that if the Alexandria and Fredericksburg Railway Company; that the conductor and brakemen were employees of that company; and that the passenger train was in charge of a pilot employed and paid by the three companies, in pursuance of an arrangement to that effect.' These facts, the court said, if proved, would warrant a finding of joint liability of the three companies to the plaintiff. Consequently, either company can be sued. I am unable to perceive why, under the principles of that case, the Arkansas corporation is not liable to the plaintiff for personal injuries received through the negligence of the Missouri corporation. The two corporations have a common management and a common treasury, and they unite in operating the lines of road, situated in Missouri and Arkansas, as one continuous road.

At first blush, it may seem strange that the plaintiff did not sue the Missouri corporation in one of the courts of Missouri. But that cannot affect the jurisdiction of the court below if the defendant is an Arkansas corporation. And her right to a judgment cannot be denied if the Arkansas corporation is liable for injuries caused in Missouri, by the negligence of the Missouri corporation. It may be that the line in Missouri is covered by mortgages for very large amounts, so that a judgment against the Missouri corporation would be of no real value. That, perhaps, is the reason why the plaintiff brought suit against the Arkansas corporation. But, as already said, this view is not at all material on the present hearing.

To sum up: There is an Arkansas corporation by the name of the St. Louis & San Francisco Railway Company. That corporation, being a citizen of Arkansas, can be sued in the court below by a citizen of Missouri. The court below has, consequently, jurisdiction to determine any controversy between those parties, citizens of different states (the amount in dispute being sufficient), which has been raised by the plaintiff's complaint. The Arkansas corporation, by reason of its relation to the Missouri corporation in the operation, as one continuous road, of the lines connecting Monett, Mo., with Ft. Smith, Ark., is liable for the acts and defaults of the Missouri corporation in the management of that part of the continuous road which lies in Missouri; and, even if the Arkansas corporation is held, under the evidence, not to be liable, the case should not be dismissed for want of jurisdiction in the court below, but the jury should be instructed to find for the defendant.

For these reasons, I am unable to concur in the opinion of the majority.