(c) Eminent Domain.-The power of eminent domain granted to a corporation of one State is not such a privilege as will be extended by comity alone to the corporation's transactions in another State.1 But a State may confer upon a foreign corporation the right of eminent domain; and, by consent of the legislature, a foreign corporation may exercise it as a quasi successor of another corporation to which it was originally granted.3 So, the same right may be conferred upon a consolidated company composed in part of a foreign corporation.4 v. Drew Theol. Sem., 95 N. Y. 166; Morawetz Corp. (2d Ed.) § 961. 1. Eminent Domain. -Middle Bridge Co. v. Marks, 26 Me. 326; State v. Boston, etc., R. Co., 25 Vt. 433. Compare Baltimore, etc., R. Co. v. P. W. & Ky. R. Co., 17 W. Va. 812; s. c., 10 Am. & Eng. R. R. Cas. 444. 2. Lewis on Eminent Domain (1888), § 242 State of Ohio v. Sherman, 22 Ohio St. 434 Morris Canal & Bkg. Co. v. Townsend, 24 Barb. (N. Y.) 658; Matter of Townsend, 39 N. Y. 171; New York & Erie R. Co. v. Young, 33 Pa. St. 175; Dodge v. Council Bluffs, 57 Iowa, 560; Abbott v. N. Y., etc.. R. Co., 145 Mass. 450; s. c., 33 Am. & Eng. R. R. Cas. 146; Gray . St. Louis, etc., R. Co., 81 Mo. 126. In Iowa. it was held that, although a foreign corporation did not have power to condemn land in that State, a domestic corporation, organized at the instance of a foreign corporation, could condemn land for the purpose of leasing it to such foreign corporation. Lower v. Chi. & Quincy R. Co., 59 Iowa, 563. The Iowa statute conferred power on 'railroad corporations organized under the laws of this State." Held, necessarily, a denial of the right to foreign corporations. Holbert v. St. Louis, etc., R. Co., 45 Iowa, 23. 66 3. Abbott v. N. Y. & N. E. R. Co., 145 Mass. 450; s. c., 33 Am. & Eng. R. R. Cas. 146. The defendant's grantor, a foreign corporation, purchased the franchise of the Midland R. Co., a Massachusetts corporation with general powers, and located in March, 1866; held, that by a course of legislation of nearly 20 years, Massachusetts had dealt with defendant and its predecessors as having good title to the road, and as having possessed the powers assumed by them; and under such legis lation the location of the road bed was valid. The court say that, in the transfer of the power, the legislative consent may be inferred somewhat more readily than when the whole question is new; since the delectus personarum is of little more than theoretical importance, and is the least determining element in the more common cases where the power is conferred. A legislative contemplation that the road would not only connect but unite with roads without the State shows that power to sell was not confined to domestic purchasers. An act is constitutional, although the lands appropriated are to be used by the foreign corporation for the maintenance of a navigable canal which runs along the border of the State, but without its limits. Re Peter Townsend, 39 N. Y. 171, cited by the Massachusetts court in Abbott v. N. Y. & N. E. R. Co.. 145 Mass. 450; s. c., 33 Am. & Eng. R. R. Cas. 146. 4. Toledo, etc., R. Co. v. Dunlap. 47 Mich. 456, 465: Lewis on Eminent Do main (1888), § 242. Constitutional provisions in some States forbid the power to foreign corporations. Lewis on Eminent Domain (1888), § 242. The Nebraska constitution denies the power to a foreign corporation unless it organizes as a corporation under laws of that State; and it was held that it could not proceed as lessee or otherwise of a domestic corporation. State v. Scott, 22 Neb. 643 (1888); Trester v. Missouri Pac. R. Co. (Neb.), 36 N. W. Rep. 502. In Morris Canal & Bkg. Co. v. Townsend, 24 Barb. (N. Y.) 658, the legislature authorized the taking by the foreign corporation. The statute was held constitutional. In Abbott v. N. Y. & New Eng. R., 145 Mass. 450 (1888); s. c., 33 Am. & Eng. R. R. Cas. 146, it was held that, although the power to take land by the right of eminent domain, which has been granted by the legislature to a domestic railroad corporation, will not pass to a foreign corporation succeeding by deed to the rights and powers of the domestic corporation, without the assent of the legislature, such assent may be gathered by implication from a series of acts of the legislature. (d) Lease.-A foreign corporation may take a lease of premises. for its business.1 (e) Trustees.—A foreign corporation may be made a trustee of property real and personal.2 6. POWERS MADE THOSE OF DOMESTIC CORPORATIONS.-In: some States, the statutes regulating the management and transactions of foreign corporations subject them to the same duties, liabilities, and restrictions as domestic corporations, and confer upon them substantially the same powers.3 7. POWERS AS TO PERSONAL PROPERTY.-The power of foreigncorporations, except as limited by their charters, to acquire and deal with personal property is unlimited.4 V. Constitutional Rights.-Those rights guaranteed by the Federal Constitution-protection of property, hearing of claims according to law, non-impairment of contracts, taking of property only by due process of law-belong to corporations independently of the franchise of acting in a corporate capacity and as an association of individuals who are citizens of the United States, whether recognized as a corporation or not.5 1. NOT CITIZENS UNDER FEDERAL CONSTITUTION.-A State having the power to entirely exclude foreign corporations, it follows: 1. Lease. A foreign corporation may take a lease of premises for its business. Every corporation may contract; and, having purchased and paid for real estate, the vendor cannot take it back at his pleasure, nor make the contract null and void as to him. The State, by virtue of its transcendental power, may escheat it. But this principle does not extend to a lease or to a contract, express or implied, for the purpose of enabling a corporation to carry on its business. Steamboat Co. v. McCutcheon, 13 Pa. St. 13. See Northern Trans. Co. v. Chicago, 7 Biss. (C. C.) 45: Black v. Delaware & R. Canal Co., 22 N. J. Eq. 130, 422. In Baltimore, etc., Steamboat Co. v. McCutcheon, 13 Pa. St. 13. Coulter, J., observed: "Some things lie too deep, in the common-sense and common honesty of mankind, to require either argument or authority to supply them." 2. Farmers' Loan & Trust Co. v. Chicago, etc., R. Co. (Ind.). 27 Fed. Rep. 146. In United States Trust Co. v. Lee, 73 Ill. 142 (1874), the Illinois court held that a foreign corporation cannot purchase and hold real estate in Illinois beyond what is necessary for the transaction of its business or the collection of its debts, either for its own benefit or in trust for others. In the case just cited, a New York corporation, with power to act as trustee in carrying out the provisions of a will devising real estate, and which was by the courts of that State appointed such trustee, under which the corporation took the charge and management of all the real estate devised, including real estate in Illinois, filed a bill in Illinois to be appointed trustee to carry out the provisions of the will. But it was held that the foreign corporation could not hold real estate in Illinois in trust, and that the bill was properly dismissed. McAllister and Sheldon, JJ., dissented. 613;. 3. New York Penal Code, 1881, Pennsylvania, Purd. Dig. 1883, title Corporations, § 132; Colorado Gen. Stat. 182, ch. 19, § 24. The Illinois provision, Ill. Rev. Stat. (1 Starr & Curtis Stat.) ch. 32, § 26, has. been held to imply that foreign and domestic corporations have the same powers. Barnes . Suddard, 117 Ill. 237; Santa Clara Female Academy v. Sullivan, 116 Ill. 375; Stevens v. Pratt, 101 Ill. 217. See also constitution of Arkansas. 4. Am. Mut. Life Ins. Co. v. Owen, 81 Mass. 491; Lumbard v. Aldrich, 8 N. H. 31; Thompson v. Waters, 25 Mich. 225; Page v. Heineberg, 40 Vt. 81. 5. Importing Co. of Georgia v. Locke, 50 Ala. 335; Society Prop. Gosp. v. New Haven, 8 Wheat. (U. S.) 483; Lafayette Ins. Co. v. French, 18 How. (U. S.) 407; Doyle v. Continental Ins. Co., 94 U. S. 539; Barclay v. Talman, 4 Edw. Ch. (N. Y.) 123; Vermont v. Soc. Prop. Gosp., I Paine (C. C.), 653; Merrick v. Van Santvoord, 34 N. Y. 208. that such corporations are not citizens within the purview of the Constitution of the United States, and are not entitled to privileges and immunities as citizens of the several States.1 (a) Discrimination.-A State may therefore discriminate against corporations chartered by another State, and in favor of its own; and such discrimination is not against the individual citizens of the other State.2 1. Paul v. Virginia, 8 Wall. (U. S.) 177; Ducat v. Chicago, 10 Wall. (U. S.) 410; Railway Co. v. Whitton, 13 Wall. (U.S.) 270; Warren Mfg. Co. v. Etna Ins. Co., 2 Paine (C. C.), 501; Liverpool Ins. Co. v. Massachusetts, 10 Wall. (U. S.) 566; Doyle v. Continental Ins. Co., 94 U. S. 535; Cooper Mfg. Co. v. Ferguson, 113 U. S. 727; Philadelphia Fire Assoc. v. New York, 119 U. S. 110; s. c., 15 Am. & Eng. Corp. Cas. 421. Kentucky act, 1860, March 2 (Meyer Supp. 228), requiring the agents of foreign express companies doing business within the State to first obtain a license therefor does not violate the provision of the Federal Constitution that "The citizens of each State shall be entitled to all the immunities of citizens of the several States," a corporation not being included in the term "citizen." Woodward v. Commonwealth (Ky. 1887), 7 S. W. Rep. 613. 2. Ducat v. Chicago, 10 Wall. (U. S.) 414; Paul v. Virginia, 8 Wall. (U.S.) 168; Insurance Co. v. New Orleans, 1 Woods (C. C.), 85; Bank of Augusta v. Earle, 13 Pet. (U. S.) 519; Lafayette Ins. Co. v. French, 18 How. (U. S.) 404; Liverpool Ins. Co. v. Massachusetts, 10 Wall. (U.S.) 566; Doyle v. Continental Ins. Co., 94 U. S. 535; Cooper Mfg. Co. v. Ferguson, 113 U. S. 727; s. c., 8 Am. & Eng. Corp. Cas. 178; Philadelphia Fire Assoc. v. New York, 119 U. S. 110; s. c., 15 Am. & Eng. Corp. Cas. 421. existence of the corporation or the exercise of its powers is 'prejudicial to their interests or repugnant to their policy.' And the court, speaking by Mr. Justice Field, said: Having no absolute right of recognition in other States, but depending for such recognition and the enforcement of its contracts upon their assent, it follows, as a matter of course, that such assent may be granted upon such terms and conditions as those States may think proper to impose. They may exclude the foreign corporation entirely; they may restrict its business to particular localities, or they may exact such security for the performance of its contracts with their citizens as in their judgment will best promote the public interest. The whole matter rests in their discretion.'" Corporations are not citizens, within the meaning of the clause of the United States Constitution declaring that the citizens of each State shall be entitled to all privileges and immunities of citizens in the several States. Art. IV, § 2, cl. I. A private corporation is indeed included under the designation of " person" in Amendment XIV, §1. The provisions in said section that "No State shall deny to any person within its jurisdiction the equal protection of the laws" do not prohibit a State from requiring, for the admission within its limits of a corporation of another State, such conditions as it chooses. The object of the amendment is to prevent any person or class of persons from being singled out as a special subject for discriminating and hostile legislation. The equal protection is only such accorded to similar associations within the jurisdiction of the State. A foreign corporation is not within the jurisdiction. "The office it hires is within such jurisdiction, and, on condition that it pays the required license tax, it can claim the same protection in the uses of the office that any other corporation having a similar office may claim. It would then have the equal protection of the law so far as it had anything within the jurisdiction of the State; and the constitutional amendment requires nothing more. The State is not prohibited from discriminating in the privileges it may grant to foreign corporations as a In Philadelphia F. Assoc. v. New York, 119 U. S. 110; s. c., 15 Am. & Eng. Corp. Cas. 421, Blatchford, J., observed, referring to Paul v. Virginia, 8 Wall. (U. S.) 168: "The view announced was that corporations are not citizens within the clause first cited, on the ground that the privileges and immunities secured to the citizens of each State, in the several States, are those which are common to the cit:zens of the latter States, under their constitutions and laws, by virtue of their being citizens; and that, as a corporation created by a State is a mere creation of local law, even the recognition of its existence by other States, and the enforcement of its contracts made therein, depend purely on the comity of those States-a comity which is never extended where the (b) Citizenship Assumed for Purposes of Federal Jurisdiction.For the purpose of jurisdiction, it is conclusively presumed that all the stockholders are citizens of the State which by its laws created the corporation.1 The fact that some of them are not citizens of such State is not material.2 (c) Standing as Citizens in State Courts.-The same construction of the citizenship of a foreign corporation seems to have been made in a suit in a State court-that, for purposes of suing and being sued, a corporation has the same rights as the citizens of which it is composed, who are presumed to be citizens of the State which incorporated it.3 condition of their doing business or hiring offices within its limits," etc. Corporations lawful in their domicil may be unwelcome; as, a lottery company. And even where the business of the foreign corporation is lawful in the State it wishes to enter, the State may wish to limit their number or regulate their business pursuant to the policy governing similar domestic corporations. "The only limitation upon this power of the State to exclude a foreign corporation from doing business within its limits or hiring offices for that purpose, or to exact conditions for allowing the corporation to do business or hire offices there, arises where the corporation is in the employ of the Federal government, or where its business is strictly commerce, interstate or foreign. The control of such commerce being in the Federal government, is not to be restricted by State authority." Pembina Mining Co. v. Pennsylvania, 125 U. S. 181. Conditions of entry may be reasonable or unreasonable. They are absolutely in discretion of the legislature. Hartford Fire Ins. Co. v. Raymond (Mich.), 38 N. W. Rep. 482. 1. In Bank v. Deveaux, 5 Cranch (U.S.), 61, Marshall, C.J., said: "That invisible, intangible, and artificial being, that mere legal entity, a corporation aggregate, is certainly 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;" and decided that the character of the individuals composing the corporation could be looked to. Bank of Augusta v. Earle, 13 Pet. (U. S.) 586. presumed, for purposes of jurisdiction, that all the stockholders are citizens of the State which, by its law, created the corporation. Muller v. Dows, 94 U. S. 445. It is well settled that a corporation created by a State is a citizen of the State, within the meaning of those provisions of the Constitution and statutes of the United States which define the jurisdiction of the Federal courts. State of Wisconsin v. Pelican Ins. Co., 8 Sup. C. Rep. (U. S. 1880) 1370. A corporation, for jurisdictional purposes, is a citizen of the State by which it was created, even if all its business is transacted elsewhere and all its offices and places of business are outside of the State. Pacific R. Co. v. Missouri Pac. R. Co. (Kan.), 23 Fed. Rep. 565. See Paul v. Virginia, 8 Wall. (U. S.) 177; Insurance Co. v. Francis, 11 Wall. (U. S.) 210; Ohio, etc., R. Co. v. Wheeler, I Black (U.S.), 286; Louisville, etc., R. Co. 7. Letson, 2 How. (U S.) 514: Marshall v. Baltimore, etc., R. Co., 16 How. (U. S.) 314; Lafayette Ins. Co. v. French, 18 How. (U. S.) 404; Covington Drawbridge Co. v. Shepherd, 20 How. (U. S.) 227; Railway Co. v. Whetton, 13 Wall. (U.S.) 283; Railroad Co. v. Harris, 12 Wall. (U. S.) 65; Eaton v. St. Louis, etc., Co. (Mo.), 7 Fed. Rep. 139. So, also, a corporation chartered by a foreign State or country may be treated as a citizen or subject of such State or country. Steamship Co. v. Tugman, 106 U. S. 118. 2. Louisville, etc., R. Co. v. Letson, 2 How. (U. S.) 497; Stafford v. Am. Mills Co., 13 R. I. 311. See also, infra, this title, ACTIONS; REMOVAL OF CAUSES. 3. B. & O. R. Co. v. Carey, 28 Ohio St. 208; Shaft v. Phoenix Life Ins. Co., 67 N. Y. 544; Ziegler v. Central, etc., R. Co., II Nev. 350; Railroad Co. v. Harris, 12 Wall. (U. S.) 65; Covington Drawbridge Co. v. Shephard, 20 How. (U. S.) 232; North Noonday, etc., R. Co. v. Orient, etc., Co. (Cal.), I Fed. Rep. 522; Farmers', etc., Co. v. Maquil 2. INTERSTATE COMMERCE, POLICE LAWS, ETC.-Foreign corporations, in the course of their business dealings, are frequently confronted with State legislation which, it may be claimed, amounts to an attempted regulation of interstate commerce, within the constitutional prohibition. The subject is an extended one, and cannot be fully treated here. (See INTERSTATE COMMERCE; TAXATION, etc.). Most of these questions arise where a State imposes upon railroads, insurance companies, and other foreign corporations taxes and license fees.1 În other instances, the regulation of the freight charges of common carriers is undertaken, or it is alleged that the police laws of the State amount to an interference with commerce. The decisions upon the latter branch of the subject are treated in a slightly different application under other portions of this title. It is settled that issuing a policy of insurance is not a transaction of commerce; 4 and, in the latest development of this principle, it seems that the power of a State to impose upon foreign insurance companies the most exacting conditions is practically unlimited, and is regarded as almost exclusively a matter of State policy. But these and similar decisions expressly recognize that a State act which imposes limitations upon the power of foreign corporations to make contracts within the State for the carrying on of commerce between the States would infringe upon the exclusive power of Congress.6 lan, 3 Dill. (C. C.) 379; Minnett v. Milwaukee & St. Paul R. Co., 3 Dill. (C. C.) 460. 1. See, infra, this title, LIABILITY TO ΤΑΧΑΤΙΟΝ. 2. See FREIGHT. 3. See, supra, this title, STATUTORY LIMITATIONS UPON POWERS; see, infra, this title, LIABILITY TO TAXATION. 4. Paul v. Virginia, 8 Wall. (U. S.) 168; Ducat v. Chicago, 10 Wall. (U. S.) 410; Liverpool Ins. Co. v. Massachusetts, 10 Wall. (U. S.) 566; Doyle v. Continental Ins. Co., 94 U. S. 535: Philadelphia Fire Assoc. v. New York, 119 U. S. 110; s. c. 15 Am. & Eng. Corp. Cas. 421. In Paul v. Virginia, 8 Wall. (U. S.) 168, the court observed, by Field, J.: "Issuing a policy of insurance is not a transaction of commerce. The policies are simple contracts of indemnity against loss by fire, entered into between the corporations and the assured, for a consideration paid by the latter. These contracts are not articles of commerce in any proper meaning of the word. They are not subjects of trade and barter, offered in the market as something having an existence and value independent of the parties to them They are not commodities, to be shipped or forwarded from one State to another, and then put up for sale. They are like other personal con tracts between parties, which are completed by their signature and the transfer of the consideration. Such contracts are not interstate transactions, though the parties may be domiciled in different States. The policies do not take effectare not executed contracts-until delivered by the agent in Virginia. They are then local transactions, and are governed by the local law. They do not constitute a part of the commerce between the States any more than a contract for the purchase and sale of goods in Virginia by a citizen of New York while in Virginia would constitute a portion of such commerce." 5. Philadelphia Fire Assoc. v. New York, 119 U. S. 110; s. c., 15 Am. & Eng. Corp. Cas. 421. 6. In Cooper Mfg. Co. v. Ferguson, 113 U. S. 727; s. c., 8 Am. & Eng. Corp. Cas. 178, the facts were that a corporation of Ohio contracted in Colorado to manufacture machinery in Ohio to be there delivered for transportation to the purchasers in Colorado. The majority of the court, while reaffirming the principle stated in the text, based its decision upon the fact that this did not amount to a transaction of business, within the Colorado statute regulating foreign corporations. But Justices Matthews and Blatchford, in a separate concurring opinion, |