THE BANK OF THE UNITED STATES v. DEVEAUX ET AL.

THE BANK OF THE UNITED STATES v. DEVEAUX ET AL. A corporation aggregate, compi.M'd or eiuzuis of one state, may sue a citizen of another state in the circuit court of th¿ United States. Where the ¡urisdictio.nnf the United °Staies ttepends, not te/of the parties, but upon the nature of ciieult^courts deuve no ju lvsihclum ii-ora the ' judiciary act, except in controversy * •between citisame °f state claiming lands fromrdifferent stat.s. conferral'1' on the bank, by its act of in-sue In the<fede° ral court.,-. tion aggregate cannot,'" in its painty™'be°a .citizen. ERROR to Georgia. the circuit court for the district of The declaration, ox. petition, was as follows; as it is there called, District of Georgia. To the honourable the judges of the sixth circuit court of the United States, in and for the district aforesaid. The petition of The President, Directors and Com* pany, of the Bank of the United States', which said bank wds established under an act of congress entitied “ An, act to incorporate the subscribers to the of the United States,” passed the 25th day of february,, 1791, showeth, That Peter Deveaux and Thomas Robertson, both 0f the clt,r 0£ Savannah, Esquires, have endamaged . / . ct .1 i j ,1 ‘ your petitioners in'the sum ol three thousand dollars, for this, to wit, that the said Thomas Robertson, then acting under authority from tire said Peter Deveaux, on the 20th day of April, 1807, at Savannah, in the district aforesaid, and within the jurisdiction of this honourable court, with force and arms entered into ^le house and premises of your petitioners, at Savannah aforesaid, and then and there seized, took, and detained, two boxes (the goods and chattels of your petitioners) containing each one thousand dollars in silver, then and there found in the possession of your petitioners, and being of the value of two thousand and four dollars, and carried the same 'away, and converted and disposed thereof to their own use, and other wrongs to your petitioners then and there did agamst the, peace of the district, and to the great damage of your petitioners, therefore your petitioners say they are injured, and have sustained damage to the value of three thousand dollars, and therefore they bring suit. And your petitioners aver that they are citizens of the State of Pennsylvania, and the said Peter Deveaux and Thomas Robertson are citizens of the State of Georgia. Wherefore your petitioners pray process, &c. And the said Peter arid Thomas, by R. L. their attorney, come and defend the force and injuvy, when, &c.: and pray judgment of the declaration aforesaid, because they say that .the sixth circuit court of the United States ought not to have and, entertain jurisdiction of the said declaration, and the matters therein contained, for that the said president, directors and 1 company of the bank of the United . States aver themselves to be a body politic and cor- ■ porate, and that in that capacity these defendants say they cannot sue or be sued, plead or be impleaded in this honourable court, by any thing contained in the constitution dr laws of the same United States, and this they are ready to verify; wherefore, for want of jurisdiction in this behalf, they pray judgment, and their xosts, &c. To .this plea there was a demurrer andfyoinder. and judgment in favour of the defendants upon the demurrer. Binney, for the plaintiffs in'error. In the year 1805 the State of Georgia passed a law to tax the Branch Bank of the United States, at Savannah. ■ The bank having refused to pay the tax, the state officers entered their office of discount and deposit, and took and carried away two thousand dollars, for which the bank of the United States brought their action of trespass in the circuit court of the United States for the district of Georgia. The plea to the jurisdiction does not deny that the plaintiffs were citizens of the State of'Pennsylvania, but relies upon the fact that the plaintiffs sue as a body corporate. The record presents two questions. ■ 1. ^Whether a body politic, composed exclusively of citizens of one state, can sue a citizen of another state in the circuit court of the United States. 2. Whether the bank of the United States has not a peculiar right to,sue in that court. The objections to this right are two. 4. That the individual character of the member? is so wholly lost hi that of -the corporation, that the court cannot take notice of it. 2. That the suit neing in a corporate capacity, it • is impossible by the pleadings to bring into question the fact of citizenship of the individual members, ■ The answer to'the first objection embraces three propositions'. ’ 1. That id many instances, the character, situation and attributes of the members of a corporation, are brought into notice in judicial proceedings against the corporate body. 2. That even if it were otherwise, still the spirit of the federal constitution and laws demands, that the citizenship of the members should be noticed, as wéll to affect the question of jurisdiction, as for other purposes. 3. That the constant practice in the circuit courts, and the tacit approbation of this court, have sanctioned their jurisdiction in such cases. T¿ What is a corporation aggregate ? .It is a collection of many individuals united into ,one body, iandér a special‘name, having perpetual succession under an artificial form, and vested, by the policy of the law, with the capacity of acting-in severaLrespects as an individual. 1 Kyd, on Corp. 13. . To say that it is an “ ens chile, a jus habendi et ag.endi, an ens rationis, a! mere metaphysical being, and that it rests only in consideration and intendment of law,’5 áre terms calculated to mislead the understanding. A corporation is composed of natural persons; it is a visible, tangible body; and although the vvhqle ^collectively have faculties in law which the individuals have not, yet it does hot follow that-the whole body may not be seen, examined, sifted, and. contemplated, as any other body of individuals having collectively a particular faculty. 11 Co. 98. b. The individuals hold their rights as members in their natural, and not in a politic capacity. A corporation' ■ is a mere collection of men having collectively certain faculties. When the president, directors and company of a bank are/assembled, the corporation is visible. If all the members should die, or surrender their charter. to the king, the corporation would be extinct. A corporation must exist by means of natural persons; and the law will examine whether the natural persons claiming to be'members have all the .necessary qualifications according to their charter. If any individual member does hot possess them, he is to be disfranchised. If a suit were brought against a corporation it would be a decisive bar that all the members were dead. A corporation as a “ faculty” has no “local habitation,” though it has a “name.” If it is an ens rationis only, it cannot be said to reside anywhere; and it certainly occupies nothing; yet habitancy, residence, and occupation may be predicated of a corporation aggregate. The residence and inhabitancy of the particular members have been taken into consideration, and have been deemed to impart these" characters to the corporation. Lord Coke, in his exposition of the statute of 22 Hen. VIIÍ. c. 5. concerning the repairing of decayed bridges-in highways, (2 Inst. 697. 703.) says, “ the persons to be charged by this act are comprehended under this only word “ inhabitants.” “ Every corporation and body politic residing in any county,” &c. “ or having any lands or tenements in any shire,” &c. “ qute propt Us manibus et sumptibus possidentet habent, are said to be inhabitants there within the purview of this statute.” In the case of Rex v. Gardner, Cowp. 83. it was decided that a corporation aggregate was an inhabitant or occupier of certain lands, and therefore liable to be taxed for them under the act of 43 Eliz. c. 2. It must ,be an inhabitant or resident where its members or officers inhabit or reside. If an action be brought against the corporation in respect of its residence or occupation, it must be compefent to the corporation to show that it does not. so reside or occupy, which can only be done by showing that this is not true of its members or officers. But the characters of individual members are in rtiany cases exaiftined for the purpose of settling the very question of jurisdiction. The division of corporations into ecclesiastical and /ay, is familiar. There is nothing in the name or patent to distinguish them. 1 Bla. Com. 470. An ecclesiastical corporation is subject to the ordinary alone. His court alone has jurisdiction of proceedings by or against the corporation. 1 Bla. Com. 480. A lay corporation is visited by the founder. 1 he king is the founder of all civil corporations, and he visits them in the king’s bench. ' . By ascertaining the characters of the members of the corporation alone can it be decided whether the corporation be lay or ecclesiastical; and, consequently,' whether the king’s bench or the ordinary has jurisdiction. Blackstone says, that an ecclesiastical • corporation is where the members that compose it are entirely spiritual persons; and that the universities of Oxford and Cambridge are not ecclesiastical ■corporations, “being composed if more laymen than clergy■ In this question of jurisdiction, therefore, is always involved' the, character of the individual members who compose the body'. • The members of a corporation are further noticed in chancery, and are. compelled as individuals to execute a trust, which at common law they were not bound to do. Gilb. Uses, 5. 174. 1 Kyd, 73. 2 Leon. 122. A.corporation trustee' is the same in chancery as an individual, or number of individuals. 2 Ves. jun. 46. Attorney-General v. Foundling Hospital. The rule seems to be, not that the individuals confer their private privileges upon the body corporate, but that as often-as. justice or convenience, require that the corporation should be. considered as composed of natural persons, the individuals are disclosed, and their character becomes the subject of legal contemplation. 2. The spirit of the constitution and laws of the United States,- demands that the citizenship of the members of a corporation should be noticed in order to decide the question of jurisdiction, as well as for other'purposes. The constitution has conferred on the courts of the United States jurisdiction in two classes of cases. 1. Where the peace of the confederacy might be involved. 2. Where the state tribunals could not be supposed to be impartial. The one upon the ground that the union was answerable for the. .misconduct of its members, who, by unjust- decisions against aliens, might furnish a just ground of war. The other to preserve the real equality of citizens throughout the union, by guarding against fraudulent laws and local prejudices, in particular states. The design of the" constitution was to'retain jurisdiction in those cases where substantially these great interests were to be affected. It cannot be supposed that it was to be retained only where there was a nominal character, alien or citizen, and abandoned where substantially aliens or citizens were concerned, but whose names did not appear. It is unimportant by what name citizens are by the laws of their own state permitted to sue, they are still cjjizensi an<3 entitled to that substantial justice, and the benefit of those independent tribunals, which were intended to be secured by the federal constitution. The constitution does not speak of the name on recq i d; of the nominal party; it speaks of u controversies” “ between citizens of different states.” The question is not, what names appear upon the record, but between whom is the controversy; who are the real litigants. In conformity with the spirit of the constitution, the federal courts have always inquired after the real parties. Although the nominal parties are really persons competent to sue in those courts, .yet they will inquire into the character of the real litigants, and if they find them unable to sue there, they will dismiss the suit. 4 Dal. 330. Mansfield's Lessee v. Levy. They will allow no fiction to give jurisdiction to the. court where the substance is wanting. Can It be admitted then that they will allow the jurisdiction to be excluded by a name, if the substance exists which gives jurisdiction ? If a state be substantially á party, is the jurisdiction cut off if her agent brings a suit ? The case of Fowter v. Lindsey, 3 Dal. 418. clearly implies the Contrary. It is the privilege of citizens of one state to have their controversies with-citizens of another state tried in the federal courts. The constitution guaranties it to them. It cannot be taken away, because they are .authorized to bring one joint suit in a particular name, •instead of bringing it in the names of each individual. Their corporate name is given them as a benefit, and ought not to be converted into an injury. Besides, if the bank cannot sue, they cannot be sued in'the federal courts; nor any other corporation. The consequence is, that if a citizen of Georgia would sue the bank' of the United States, at Philadelphia, he must go into, the state courts. If he Would sue the corporation of Philadelphia, he must sue m tfte state courts? nay, even in the county court dus.j.i.u:» of Philadelphia itself. But it is not more a question of jurisdiction than of right. If you cannot inquire who are the members of a corporation, whenever a right depends upon the question of citizenship, that right cannot be enjoyed by a corporation. If citizenship of the members cannot give jurisdiction, neither can their alienage. ■ A corporation composed of aliens cannot sue in the federal courts. Neither the East-India Company, the Bunk of England, nor even a sole corporation, such as the Chamberlain of London, can sue in those courts? for in his corporate capacity he is not an alien. An alien cannot sue a domestic corporation unless in the state courts. Although you permit an obscure alien to sue a citizen jn the federal courts, yet you deny that privilege to a corporation consisting of a great number of aliens. Again: by the constitution, thq jurisdiction of the federal courts is to extend to u controversies between citizens of the same state, claiming lands under grants of different states;” yet a corporation of Pennsylvania -claiming lands under Virginia, against a citizen of Pennsylvania claiming the same lands under Pennsylvania, must go into the courts of Pennsylvania, and cannot get into the federal courts. This would be a result clearly contrary to the intention and spirit of the constitution, which meant that no man claiming- land by title, adverse to a state should be obliged to resort to the courts of that state to try his title. The argument from inconvenience is very strong. Lord Coke says plurimum valet• When other reasoning is nearly on an equipoise, it ought to turn the' scale. The, court cannot consider the individual members as citizens for any purpose, if it cannot for that of jurisdiction. New is it under the act of congress for registering vessels ?• Laws of the U. S. vol. 2. 'p 147. A corporation cannot hold an American registered vessel. An insurance company to whom an American vessel is abandoned must forfeit her. register, although every member of that corporation be an American citizen. A foreign corporation, although composed entirely of aliens, may yet hold lauds in this country, although an alien cannot. 3. The practice of the courts of the United States has been uniform and never questioned. This court has decided a great number of cases in which a corporation has been a party. It is no answer to these to say that there was no plea to the jurisdiction; for none was necessary. Whenever the court sees that it has not jurisdiction, or that its jurisdiction does not appear upon the record, it dismisses the suit. _ And in every case where a corporation is a party, the title of the suit alone was sufficients give the court information. But this point may be considered as almost, if h.ot quite, decided by the case of The Bank of North America v. Turner, 4 Dal. 8. where the plaintiffs were described in the same manner as the present plaintiffs, and Ch. f. Ellsworth, in delivering the opinion of .the court, says, “ the plaintiffs are zvell described as citizens of Pennsylvania.” The second objection is, that by no form of pleadings can the citizenship- of the members be put in issue. But if the citizenship be material, it may be averred; and if av,erred, it may be putin issue. The materiality of the averment is indeed the only question. 2. The second question upon this record is, whether the bánk of the United States has not a peculiar right to sue in the federal courts ? This right depends upon two questions; 1. Whether congress could, under the constitution, give such a jurisdiction to the circuit courts ? And, 2. Whether congress has given it ? 1. The judiciá! power of the United States is coextensive with the legislative. It extends to all cases arising under the laws • of the United States. Every case in which the bank of the United States is a party must be a case arising under those laws; for the only capacity which the bank has to sue or be sued is derived, from a law of the United States.. No contract can be made with the bank, no trespass. can be committed upon itspropérty, without involving the question of its existence as á corporate body, and of its rights, powers and-dutiés, all-of which dér pend upon the laws of the United States. .Congress, therefore, had a right to give to the circuit courts of the United States cognisance of all eases in which the bank should be a party. 2. Have- they done it ? The 3d section of the act of congress which incorporated the bank, gave them the power and capacity “ to sue” “ in courts of record, or any other place whatsoever If they have a right to sue in courts of record, can it be presumed that congress meant to exclude them from the courts of the United States ? the only courts over whom congress could exercise any control, and to whom alone they could imperatively impart jurisdiction. If the bank has a capacity to sue in the circuit courts, the circuit courts are bound to take cognisance of their suits. The presumption that congress meant to give such jurisdiction to the circuit courts is fortified by the reasonableness of the jurisdiction, the extensiveness of the institution, and its character as an agent in the fiscal operations of the United States; by the danger of an attack from some of the states; by the jealousies of state banks; by the inconvenience of discordant decisions upon the construction .of their charter, and the certainty that all' cases in which the bank is a party must .involve questions arising under the laws of the United States. P. B. Key, contra. Two auestions arise in this case. 1. Whether a body politic, a corporation aggregate, created by a law of the United States, is competent to sue in the circuit courts of the United States. 2. Does the averment of citizenship give jurisdiction to those courts. 1. The hrst point depends upon the constitution and laws of the United States. The 2d section of the 3d article of the constitution designates the limits of judicial authority which congress could confer on the several courts of the United States, but it confers no powers o.n the circuit courts. It defines the limits which neither congress, nor the courts erected by congress, can transcend. It was within the discretion of congress to organize, courts, and grant them powers to the whole extent of the constitution; but they were .under no obligation to do it. The question then, is, not what powers might congress give to. the circuit courts, but What have they given. By the judiciary laza of 1789, vol. 1. p. 55. § 10. the circuit court has original cognisance of civil-suits, in three cases only. 1. Where the United States is plaintiff; 3. Where an alien is a party; and, 3. Where the suit is between a citizep of the state where the suit is brought, and a citizen of another state. The president, directors and company of the bank of the United States do pot answer to either of those cases. They are neither the United States, nor an alien, nor a citizen of a state. They are a corporation aggregate, consisting of many natural persons, created by the act of congress of the 25th of February, l79t,vol.l.p. 283. under the name and style of" “ The President, Directors and Company of the Rank of the United States,” and by that name only can they sue and be sued. The present suit is brought.by them in their corporate name and capacity. A corporation aggregate is an artificial, invisible body, existing only in contemplation of law. It has no analogy to a natural person. It. has no organ but its seal. It cannot sue, or be sued, for any per-, sonal injury. It cannot be outlawed. It is not subject to ah attachment of contempt. It never dies. It cannot be a citizen of any state, because it cannot owe allegiance. It cannot commit treason, nor felony. It' can have no residence, because it is an artificial, invisible, intangible body. It cannot appear in person, but must, appear by attorney, for all these reasons it cannot come within the description of those who are entitled to sue in the circuit courts of the United States.. Neither residence nor inhabitancy is sufficient to give jurisdiction. It must be a citizen., possessing political rights, and owing allegiance to some state. The bank has mistaken its proper course. Wherever the only, ground of jurisdiction is a question upon the construction of the constitution, or of a law, or treaty of the United States, the only remedy is by writ of error from this court to the highest state tribunal having cognisance of the cause, agreeably to the provisions of the 25th section bf the judiciary act of 1789. " VoU l.j>. 63. If an act of congress could authorize any person to sue in the federal courts, on the ground of its being a cáse arising under a law of the United States, it would be in the power of congress to give unlU mited jurisdiction to its courts. But it is only uiheri the state courts disregard or misconstrue the Constitution,, laws, or treaties, of the United States, that the federal courts have cognisance under that clause of ,the constitution whicNdeclares that the’ judicial power shall extend to all cases arisihg under the constitution, laws and treaties! of the United States. It is supposed to be absurd to say that the United States have erected a .body corporate, and given it a power to sue and be sued in any courts but those of the. powe.r creating the corporation. But there is' nothing absurd in the idea. Persons are daily, becoming citizens of the United States, under an Ací of congress, and yet they have no right to sue in the federal courts except in particular cases, and under special circumstances; if the bank can bring itself within one of those cases, and clothe itself with thósé special circumstances, it may sue in those courts. But it is contended that it has brought itself within one of those cases, by the averment that the president, directors and company bf the bank of the United States are citizens of the state of Pennsylvania, and the defendants citizens of the state of Georgia. This averment cannot give jurisdiction; because, 1. It is repugnant and void; and, 2. It is contrary to their own showing on the face of the declaration. 1. It is repugnant because’the suit is brought in the corporate name. The corporation is the plaintiff, and it is absurd and. impossible to. say that a corporation aggregate is a citizen or citizens.: The body politic is the plaintiff, and not the individual stockholders. ,2. It is. contrary to their own showing, because they .have in the declaration expressly averred themselves tb.be a-body corporate, and to sue in that capacity } and an averthent relative to the individual characters of the stockholders is in contradiction to the corporate character in .which they sue. Np corporation ággregate can derive aid from the personal character of its members; nor does it incur any disability from the disabilities of the individuals who compose the society. Neither the infancy, coverture, nor outlawry of the individuals can affect the body corporate» It is laid down in the books that “ an averment contrary to that which appears t« the court, shall not avail.” Com. Dig. tit. Pleader, But it is said that you may raise the veil which .the corporate name interposes,, and see who stand behind it. You may strip them of the corporate capacity in. which they sue, to give the court a jurisdiction which they cannot claim in their corporate-capacity.. - But the name of a corporation is. not a mere accir dent. It is substance. . It is the knot of its combination. It is its essence. It is the thing itself. 1 Tuck. Bl. 474, 475. As to the case of ejectment from 4 Dal. 333. the nominal plaintiff must have the same character, as to citizenship, as his lessor; and the court will be astute to see that no deception be practised upon them to give them a jurisdiction which they could not otherwise exercise. The authority from 2" Inst. 697, only proves that a corporation aggregate may be adjudged to be an inhabitant in respect to its holding of lands, add sd as to render those lands liable to taxes for the repaii* of bridges and highways under the statute of 22 H. VIII. c. 5. In the case bf The King v. The Inhabitants of St. Bartholomews, in 4 Burr. 2435. Lord Mansfield said the corporation were not occupiers. And in Rex v. Gardner, Cowp. 84. the question was whether a cor» poration, seised in fee for its own profit, was ratable to the poor, under a law which taxed all inhabitants. The court decided that inasmuch as persons seised in fee were always assessed as inhabitants of the land, if there was no other tenant upon it, a corporation seised in fee should, pro hac vice, be deemed an inhabitant within the meáning of that statute. But this goes but a little way towards proving that a corporation aggregate may be a citizen for the purpose of giving jurisdiction to the federal courts j or towards establishing the point that the court will inquire into the individual circumstances of the members of a corporation, for $he same' purpose. Of still less weight is the doctrine respecting the visitatorial power in England. That power is given for the express purpose of examining the qualifications of the members, to see whether the charter of the corporation has been adhered to in the election of members, and-whether the corporation has acted consistently with the purposes of its creation. It is fiot a power to examine the character of the individuals to ascertain whether the corporation has a right to sue in a certain court. At law, a corporation cannot be a trustee. And a court of equity acts in personas to compel the. members to perform their corporate functions j but even this doctrine depends upon the mere dictum, of a lord chancellor. In the case cited irom 4 Dal. 8i the question. respecting the averment of citizenship was not raised. The. gentlemen of the bar were not very desirous of raising questions as to the jurisdiction of the federal courts. If denial of justice be a cause of war, as is alleged, the perso’n who claims it must preserve an' entirety of character} he must not associate himself with others who have no right to claim it in that form. Foreign nations have no right to prescribe the mode of administering justice to their subjects in this country. If they have the same resort to the same courts Which our own citizens enjoy, they cannot complain. But it is said that the death of all the members of a corporation is a fact which may be pleaded} that cannot be. pleaded unless you can go into the question who were the last members of the corporation. And if you can plead any thing respecting the individual members, you may plead. their citizenship. But if this, be true, it must be pleaded in a different manner. The name of each individual must be set forth, and his death averred. And it may Well be doubted whether even such a plea would be good} and whether the only remedy would not be by quo "warranto; or a rule to show cause. If the averment in the declaration relate to the body politic, it is repugnant. If to the individual members, it is immaterial. No issue could have been taken upon it. It does not name a single individual-member of the corporation. If they had named every individual, it would have appeared that some of them were citizens of Georgia. If the defendant had pleaded that‘.4. B., one of the members, was a citizen of Georgia, it would have been a bad plea, because immaterial and argumentative. Jones, on the same side, cited Co. Litt. 66. b. 10 Co. 32. b. 1 Ld. Raym. 80. 2 Cranch, 445. 2 Burr. 1054. 1 Bl. Com. 497. 512. 10 Co. 30. 1 Bl. Com. 502. 1 Leach's Cr. Law, 287. This cause being argued in connection with the . cases' of The Hope Insurance Company of Providence against- Boardman et al., ante, p. 57. and The Maryland Insurance Company against Wood, post, in the latter of which Mr. Harper. Was counsel for the defendant in error, he wás permitted to reply , to the arguments of the plaintiffs in error in this case. Harper, in reply. The point of jurisdiction gives rise to two questions. 1. As to the form of the averment.- 2. As fo' the effect of the incorporation on the original character of the members. 1. In the case of The Maryland Insurance Company against Wood, the averment is, “ The Maryland Insurance Cotnpany, citizens of .the state of Maryland This.does not mean that the corporation, as such, is a, citizen of Maryland, but that the individuals who -compose it áre citizens. It is the same thing in substance as to say,' “ The Maryland Insurance Company, a corporate body composed of persons who are citizens of Maryland.” ft is objected that such an averment cannot; be true; but it is surely possible that all the members of a corporate body may be citizens of one state'; and with, regard to insurance companies it is almost always true. But if not true, the contrary may b.e shown.1 . It is also objected that the averment, is defective, because it does not name the individuals who are affirmed to be citizens. But it may be answered that they need not be named, because they have authority to join in' the. suit in their, corporate name, and therefore in that name may make the averment. There is no uncertainty, because it is averred that they are all citizens. 'But if it ,were nécessary to. aver that some were' citizens, in that case it would be necessary to show who they were. If the fact be not as averred, it may be pleaded, and the plea may state that A., B: ánd C. are members of the corporation, and are citizens of another- state. 2. As to the effect of the incorporation. The question is not whether a corporation can be a citizen in its corporate capacity. But whether, by becoming members of the corporation, the individuals who compose it lose, in th^ir corporate affairs, those privileges which as individuals they possessed before. This leads us to inquire into the nature and objects of an incorporation. 1. Of its nature. It is a privilege conferred on a number of individuals. The corporate body is the form unde? which the privilege is enjoyed, and exercised. The individuals are the substance. It is a fiction of law; the individuals are the real parties. ' It is a trustee} the individuals are the cestui que trusts. It is a privilege conferred and accepted. ' Bi¡it neither the grant nor the acceptance deprives -the . party accepting it-' of- other privileged which he before possessed, unless they be incompatible with each'other. Thus the law confers on infants the privilege of being free ’from the obligation of their contracts ; and it takes from them the privilege of acquiring rights under those contracts, because these two privileges are incompatible; "but it does not take from them the privilege of suing for rights derived otherwise than from their contracts. So a woman, by entering into wedlock, acquires; the privilege of being free from arrest for debt. And she renounces the privilege of making contracts, becaus'e that would be incompatible; but she does not renounce the privilege of taking land by descent, gift or devise. So a man, by entering into civil society, acquires the privilege of being protected by the society; and he renounces the privilege of seeking, by his own force, redress for his wrongs, because incompatible. But he does not renounce the privilege of defending himself against personal violence. The privileges, of a corporation are, 1. To sue and be sued by a corporate ñame. 2. To have perpetual succession by the transfer or transmission of the shares, §tc. 3. To make contracts by which the separate property or persons of the individuals shall not be bound. These privileges are hot ihcompatible with that, pow claimed. , But an incorporation is not only a privilege, bu£ it is a privilege conferred on individuals, Individuals are the basis and essence.of the corporation. It capnot subsist without them. The law must take notice of them. It must take notice of their character and'privileges as individuals. The existence of the corporate body cannot be known without taking notice of the individuals. The moáí^important of its privileges, that .of perpetual succession, depends upon it. If the law cannot notice the privileges of individuals, neither can it. notice their obligations or disabilities. • It may happen that all the members of a corporation may be infants or femes covert. Suppose in an action brought by this corporation the statute of 1U mitations should be pleaded, could not the plaintiff reply the infancy or coverture ? Again, suppose a corporation to have existed and made a contract in Pennsylvania with a citizen of Maryland ; suppose that all the members came into Maryland, and after remaining.there some time returned to Pennsylvania; and that three years afterwards the corporation brought suit in Maryland, on the contract; could not the statute of limitations be pleaded ? And if the plaintiffs should reply absence from the state, might not.the defendant rejoin, the special matter ? Suppose all the members of a corporation to be outlawed, could hot the outlawry be. pleaded to an action brought by the corporation ? 'Suppose the corporation to hold land, and all the members to be attainted of treason, would not the land be forfeited ? Suppose a corporation to be composed entirely of alien enemies, could such a corporation sue ? Might not the special matter be pleaded ? The corporate body is the form; the individuals are the substance. T he purpose of the incorporation is to enablé individuals to transact business more conveniently for their . mutual benefit. Individual benefit is the object.. The incorporation is the instrupvent and means, like the fictitious lessee, and casual'ejector, in ejectment. The construction contended for would sacrifice the substance to the forth, and would make the means defeat the end. Thé corporation is a jfiction of law; theTindividual members are the real parties.- But fictions of law are introduced for the benefit of the real parties, not for their injury; and they are to be so moulded as’ to answer the purpose. . Fictions of law never must shut out the truth. But the construction contended fpr would set up a fiction against the • truth. The pafti.es here are in fact citizens of different states* but this fiction, it is'said, must preclude them from averring the fact. The corporate body is a trustee. The'individual .members are the cestui' que trusts.'. It is like infant and prochein ami. Suppose.a man,.seised in fee of lanlfe in Pennsylvania, mortgages it to a citizen of that state, and then devises it. in fee to a citizen of Maryland in trust'for a feme covert also a,citizen of Maryland and her heirs. The trustee dies, and his heir on whom the trust descends, is á citizen of Pennsylvania; Thefeme^eovert dies, leatdpg issue citizens of Maryland, upon whom the trust estate descends. Cannot the issue, joining the heir of the trustee, bring .a bill to redeem in the cirfcuit court of Pennsylvania ? Would not the court look to the real parties ? ' Again, suppose an infant citizen of Maryland sues in the circuit court of Pennsylvania, by á prpchein ami who is a citizen of Pennsylvania, has not that court jurisdiction of the case ? 2. Of the object of the incorporation. It is to confer additional privileges and advan» tages, not to take away those formerly held. To the privilege of suing in the federal courts in their dividual capacity, was superadded the privilege of so suing in their corporate capacity. The true construction is, that they should sue and be sued in their corporate capacity, to the- whole extent, and in as beneficial a manner, as in their individual capacity. The' construction contended for would restrict the privilege of suing; and would take away one of its most important properties. One great object in allowing citizens of different states to sue in the federal courts, was to obtain a uniformity of decision in cases of a commercial nature. The most numerous and important class of those cases, and the class in which it is most important to have uniform rules and-principles, is that , of ■insurance cases. They are almost wholly confined to corporations, though most frequently, in fact,- between citizens of different states. Ingersoll, on the same side, and also in. reply to the argument of Mr. Adams, in the case of The Hope Insurance Company v. Boardman et al. The character of the. corporation must follow the character of,its members. The averment of the citizenship off its members is sufficient. But it is clear that a corporation aggregate cannot be a citizen. An averment of residence is not sufficient. 1 Crunch, 343. Abercrombie v. Í)upuis. The place of its establishment does not make it a citizen. It is not necessary, under its charter, that all the members of The Hope Insurance Company, of Providence should be citizens of the state of Rhode Island. The declaration in that case does not even aver either the corporation or its members to be citizens of any state whatever. If any one off the members be a citize n of the state in which the suit is brought, the federal court has no jurisdiction. 3 Cranch, 267. Strawbridge v. Curtiss. It is a bold proposition to Say that no corporation can sue in the federal courts. It would be in hostility to the spirit of the constitution, and would deprive the citizens of one state of . that chance of justice' in their contests with citizens of another state,- which the constitution intended to sectire to all; and this merely because they have been enabled to sue under a fictitious name. Every corporation aggregate must be composed of natural persons, and courts of law will take notice of them as members of the corporate body. If a suit be brought by or against the inhabitants of an incorporated town, the court will inquire whether any of the jurors or witnesses are inhabitants. So a corporate body may own an American registered ship, and one of the corporation may take the necessary oaths. Numerous cases have already been decided in the federal courts, in which a corporation has’ been a party, involving the right of property to. the amount of millions. What, will become of all these cases ? In all the cases within the last, five years writs, of error will be brought. In ejectment, the court, on a question of jurisdiction, always inquires who are the real parties. The constitution declares that the judicial power shall extend to “ controversies” u- betvveen citizens of different states.” It is necessary, therefore, that the court should inquire between whom the .real controversy exists. [MAJORITY — Marshall, Ch. J.] March 15. Marshall, Ch. J. delivered the opinión of the Court as follows : Two points have been made in this cause. ■1. That a corporation, composed of citizens of one state, may sue a citizen of another state, in the federal courts. a. i not a right to sue in those courts is conferred on this bank by the law which incorporates it. The last point will be first considered. The judicial power of the United States, a.s defined in the constitution, is dependent, 1st. On the nature of the case; and, 2d. On the character of the parties. By the judicial act, the jurisdiction off the circuit courts is extended to cases where the constitutional right to plead and {ie impleaded, in the courts of the union, depends on the character of the parties; but where that right depends on the nature, of the case, the circuit courts derive no jurisdiction from that act, except in the single case of a. controversy between citizens of the same state, claiming lands under grants from-different states. Unless, then, jurisdiction over this cause has been given to the circuit court by some other than the judicial act, the bank of the United States had not a right to sue in that court, upon the principle that the case arises under a>law of the United States. The plaintiffs contend that the incorporating act confers this jurisdiction. That act creates the corporation, gives it a capacity to make contracts and to acquire property, and enables it “ to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in courts of record, or any other place whatsoever.” . This power,, if not incident to a corporation, is conferred by eyery incorporating act, and is not understood to enlarge the jurisdiction of any particular court, but to give a capacity to. the corporation to appear, as á corporation* in any court which would, hy law,-have cognisance of the cause, if brought by individuals. If jurisdiction is given by this, clause to the federal courts, it is equally given to all courts having original jurisdiction, and for all sums however small they may be. But the 9th article of the 7th section of the qct furnishes a conclusive argument against the construction for which the plaintiffs, contend. That section subjects the president and directors,1 in their individual capacity, to the suit of any person aggrieved, bv their putting into circulation more notes than is permitted by law, and expressly authorizes the bringing of that action in the federal or state courts. This evinces the opinion of congress, that the right to sue does not imply a right to sue in the courts of the union, unless it be expressed. This idea is strengthened also by the law respecting pate at rights. That law expressly recognisés the right ói the patentee to sue in the circuit courts of.. the United States. The court, then, is of opinion, that no rightls conferred on the bank, by'the act of incorporation, to sue in the federal courts. 2., The other point is one of much more difficulty. • The jurisdiction- of this court being limited, so far as ^respects the character of the parties in this particular case, “ to controversies between citizens of different states,”^both parties must be citizens* to come within the description.' , That invisible, intangible,, and artificial being, that mere legal entity, a corporation aggregate, is cer-. tpunly not a citizen ; and, consequently,^cannot sue or be sued in the courts of the- United States, unless the ■rights, of the members, in this respect, can be exercised in their corporate name. If the corporation té considered as a mere faculty, and not' as a company of individuals, who, in transacting their joint concerns, may use a legal name, they must be excluded from the courts of the union. The duties of this court, to exercise jurisdiction where it is conferred, and not to usurp it where it is not ' conferred, are ■ of ecjual obligation. The constitution, therefore, and the law, are to be expounded, without a leaning the one way or the other, áccording to those general principles' which usually govern' in the construction of fundamental or other lawSi A constitution, from its- nature, deals in generals, not in detail. Its framers cannot perceive minute distinctions which arise in. the progress of the nation, and therefore confine it to the establishment of broad and general principles. The judicial-department was introduced into thé American constitution under impressions, and with views, which- are too apparent hot to be perceived by all. However true the fact may be, that the tribunals of the states will administer justice as. impartially as those of the nation, to parties of every description, it is not less true that the constitution itself either entertains apprehensions on this subject, or views with such indulgence the possible fears and apprehensions of suitors, that it has established national tribunals for the decision of controversies between aliens and a citizen, or between citizens of different states. Aliens, or citizens of different states, are not less susceptible of these apprehensions, nor can they be supposed to be less the objects of constitutional provision, because they are allowed to sue by a corporate name. That name, indeed, cannot be an alien or a citizen; but the persons whom it represents may be-the one or the other; and the controversy is, in fact and in law, between those persons suing in their corporate character, by their corporate name, for a corporate right, and the individual against whom the suit may be instituted, Substantially and essentially, the parties in such a case, where the members of the córporation are aliens, or citizens of a different state from the- opposite party, come within the spirit and terms of the jurisdiction conferred by the constitution on the national tribunals. Such has been the universal understanding on the subject. Repeatedly has this court decided causes between a. corporation and an individual-without feeling.a doubt respecting its jurisdiction.' Those .decisions are-not cited as authority; for they were made without considering this particular point; but they have much weight, as they show thgt this point neither occurred to the bar or the bench; and that the cormyon understanding of intelligent men is in favour of tl.c right of incorporated aliens, or citizens of a different state from .the defendant, to sue in the national courts. It is by a course of acute, 'metaphysical and abstruse reasoning,-which has been most ably employed on this occasion, that this opinion is shaken. As our ideas of a corporation, its privileges and its disabilities, are derived entirely from the English books, we resort to them for aid;, in ascertaining its character. It is defined as a mere creature of the law, invisible, intangible,, and incorporeal. Yet, when we examine the subject further, we find that corporations have been included within terms of description appropriated to real persons* The statute of Henry VIII. concerning bridges and highways, enacts, that bridges and highways-shall be made-and repaired by the “ inhabitants of the city, shire, or riding,” and that the justices shall have power to tax every “ inhabitant of such city,” See. and that the collectors may “ .distrain every such inhabitant as shall be taxed and refuse payment thereof, in his lands, goods and chattels.” Under this statute those have been construed inhabitants who hold lands within the city where the bridge to' be repaired lies, although they reside elsewhere* ' Lord Coke says, “every corporation and body politic residing in any county, riding, city, or town corporate, or having lands or tenements in any shire, quae propriis manibus et sumptibus possident et ha-bent, are said to be inhabitants there, within the purview of this statute.” The tax is not imposed on the person, whether, he be a member of the corporation or not, who may happen to reside on the lands; but is imposed on the corporation itself, and, consequently, this ideal .existence is considered as an inhabitant, when the general spirit and purpose of the law requires it. In the case of The King v¿ Gardner, reported by Cowper, a corporation was decided, by the court of Jcing’s bench, to come within the description of “ occupiers or inhabitants.” In that case the poor rates, to which the lands of the corporation were declared tobe liable, .were.not assessed to the- actual occupant, for there was none, but to the corporation, And the principle established by the case appears to be, that the poor rates, oh vacant ground belonging to a corporation, may be assessed to the. corporation, as being inhabitants or occupiers of that ground. In this case Lord Mansfield notices anckoverrules an inconsiderate dictum of Justice Yates, that a corporation could not be an inhabitant or occupier, These opinions are not precisely in point; but they serve to show that, for the general purposes and objects of a law, this invisible, incorporeal creature of the law may be considered as having corporeal qualities. . It is true that as far as these cases go they serve to sho\V that the corporation itself, in its incorporeal character, may be considered as an inhabitant or an octupier; and the argument from them would be more strong in favour of considering the corporation itself as endowed, for this special purpose with' the character of a citizen, than to consider the character of the individuals who compose it as a subject . which the court can inspect, when they use the name of the corporation, for the purpose of asserting their corporate-rights. Still the cases show that this technical definition of. a corporation does not (uniformly circumscribe its capacities., but that courts dor legitimate purposes will contemplate it more substantially. There is a case, however, reported in 12 Mod. jvhicK is thought precisely in point. The corporation of London brought a suit against Wood, by their corporate name, in. the mayor’s court. The suit was brought b'y the mayor and.- commonalty, and was tried before the mayor and aldermen. The judgment rendered in this cause was brought before the .court of king’s bench and'reversed, because the court was deprived; of its jurisdiction by the character of the individuals who were members of the corporation. In that case the objection, that a corporation was an invisible, intangible thing, a mere incorporeal legal entity, in which the characters, of the individuals who composed it were completely merged, was urged and was considered. . The judges unanimously declared that they could look beyond the corporate name, and notice the character of the individual. In the opinions, which were .delivered seriatim, several cases are put which Serve to illustrate the principle, and fortify the decision. The case of The Mayor and Commonalty v. Wood, is the stronger, because it is on the. point of jurisdiction. It appears .to the court to be a full authority for the case ■ tow under consideration. It seems not possible to distinguish them from each other. If, then, the congress of the United States, had, in terms, enacted that incorporated aliens might sue a citizen, or that the incorporated citizens , of one state might sue a citizen of another átate, in the fedeRal courts, by its corporate name, this court would Hot have felt .itself justified in declaring that such a law transcended the constitution. The controversy is substantially between aliens, suing by a corporate name, and a citizen, or between • citizens of one state, suing by a corporate name, and those of another state. . When these are said to be substantially the parties to the controversy, the court does, not mean to liken it to the case ..of a trustee. A trustee is a real person capable of being a citizen or an alien, who has the whole legal estate in himself.' At law, he is the real proprietor, and he represents himself, and sues in his own right. But in this case the corporate name Represents persons who áre members of the corporation. If the constitution would authorize, congress to give the courts of the union jurisdiction in this cáse, in consequence of the character of the members of the corporation, then the judicial act ought to be construed to., give it. For- the term citizen ought to jje understood as it is used in the constitution, and as it is used.in other laws. That is, to describe the real persons who come into court, in this ease, under their corporate name. That corporations composed of citizens áre considered-by the legislature as citizens, under certain circumstances, is to be strongly inferred from the1 registering act. It never could be intended that an American registered vessel, abandoned to an insurance company, composed of. citizens, should lose her character as an American , vessel; and yet this would be the consequence of declaring that the members of the corporation here, to every intent, and purpose, out of view, and merged in the corporation. The court feels' itself authorized by the case in 1 % Mod. on a question of jurisdiction, to look to tKe character of the individuals who compose the corporation, and they think that the precedents of this court, though they were not decisions oh argument, ought not to be absolutely disregarded. . . If a corporation may sue in the courts of the union, the court is of opinion that the averment in this case is sufficient. Being authorized to sue in their corporate name, they could make the averment, and it must apply td the plaintiffs as individuals, because it could not be true as applied to the corporation. Judgment reversed; plea in abatement overruled,j .'and cause remanded. Judge Livingston, having an interest in the question, gave no opinion.