Goodlett v. Louisville

• Decision Date: 27 May 1887
• Citation: 7 S.Ct. 1254,122 U.S. 391,30 L.Ed. 1230
• Parties: GOODLETT, Adm'r, etc., v. LOUISVILLE & N. R. Co
• Court: U.S. Supreme Court

122 U.S. 391

7 S.Ct. 1254

30 L.Ed. 1230

GOODLETT, Adm'r, etc., v. LOUISVILLE & N. R. Co.

May 27, 1887.

F. E. Williams, for plaintiff in error.

[Argument of Counsel from pages 392-397 intentionally omitted] Ed. Baxter, for defendant in error.

[Argument of Counsel from pages 397-401 intentionally omitted] Mr. Justice HARLAN, after stating the facts in the foregoing language, delivered the opinion of the court.

The first question presented by the assignments of error relates to the refusal by the court below to remand the action to the state court. If the defendant is a corporation of Kentucky, then its right to have the case removed from the state court cannot be denied. Whether a corporation created by the laws of one state is also a corporation of another state within whose limits it is permitted, under legislative sanction, to exert its corporate powers, is often difficult to determine. This is ap arent from the former decisions of this court. To some of those decisions it will be well to refer, before entering upon the examination of the particular statutes of Tennessee, which, it is claimed, created the defendant a corporation of that state.

In Ohio & M. R. Co. v. Wheeler, 1 Black, 286, 293, 297, it was a question whether that company was not a corporation both of Indiana and Ohio. The company, claiming in its declaration to be 'a corporation created by the laws of the states of Indiana and Ohio, and having its principal place of business in Cincinnati, in the state of Ohio, a citizen of the state of Ohio,' sued Wheeler, a citizen of Indiana, in the circuit court of the United States for the district of Indiana. It was incorporated by an act of the legislature of Indiana. Subsequently, the legislature of Ohio passed an act reciting the incorporation of the company in Indiana, and declared that 'the corporate powers granted to said company by the act of Indiana incorporating the same be recognized.' At a later date the legislature of Ohio passed an act authorizing the extension of the company's road to Cincinnati, declaring that the intention of the previous act 'was to recognize, affirm, and adopt the charter of the said Ohio & Mississippi Railroad Company, as enacted by the legislature of the state of Indiana.' In the opinion of the court it is said 'that a corporation by the name and style of the plaintiff appears to have been chartered by the states of Indiana and Ohio,' and therefore that the company was 'a distinct and separate corporate body in Indiana from the corporate body of the same name in Ohio.'

In Railroad Co. v. Harris, 12 Wall. 65, 83, it appeared that the Baltimore & Ohio Railroad Company was incorporated by the state of Maryland for the purpose of securing the construction of a railroad from Baltimore to some suitable point on the Ohio river. Subsequently, Virginia, by a statute, which set out at large the Maryland act, declared that 'the same rights and privileges shall be and are hereby granted to the aforesaid company, in the territory of Virginia, as are granted to it within the territory of Maryland;' the company to be subject to the same pains, penalties, and obligations as were imposed by the Maryland act, and the same rights, privileges, and immunities being secured to Virginia and her citizens, except as to lateral roads. Congress, at a later date, passed an act authorizing the company to extend its road into the District of Columbia, and to exercise 'the same powers, rights, and privileges, and shall be subject to the same restrictions in the construction and extension of said lateral road into and within the said District, as they may ex- ercise or be subject to under or by virtue of the said act of incorporation in the construction and extension of any railroad in the state of Maryland,' etc. Touching the question whether the legislation of Virginia and of congress created a new corporation, this court said: 'In both, the original Maryland act is referred to, but neither expressly or by implication creates a new corporation. The company was chartered to construct a railroad in Virginia as well as in Maryland. The latter could not be done without the consent of Virginia. That consent was given upon the terms which she thought necessary to prescribe. * * * The permission was broad and comprehensive in its scope, but it was a license, and nothing more. It was given to the Maryland body as such, and that body was the same in all its elements and in its identity afterwards as before.' Referring to Ohio & M. R. Co. v. Wheeler, the court said that, 'as the case appears in the report, we think the judgment of the court was correctly given. It was the case of an Indiana railroad company, licensed by Ohio, suing a citizen of Indiana in the federal court of that state.'

In Railroad Co. v. Vance, 96 U. S. 450, an act of the Illinois legislature, referring to a lease made by the Inda napolis & St. Louis Railroad Company, an Indiana corporation, of a certain railroad in Illinois, belonging to the St. Louis, Alton & Terre Haute Railroad Company, an Illinois corporation, and declaring that 'the said lessees, their associates, successors, and assigns, shall be a railroad corporation in this state, under the style of the Indianapolis & St. Louis Railroad Company, and shall possess the same or as large powers as are possessed by said lessor corporation, and such other powers as are usual to railroad corporations,' was held not to be a mere license to an Indiana corporation to exert its corporate powers, and enjoy its corporate rights and privileges, in Illinois, but to create the lessees, their associates, successors, and assigns, a distinct corporate body in the latter state. The court said: 'It does more; it gives the style by which that corporation shall be known. Still further, it does not authorize the complainant corporation to exercise in Illinois the corporate powers granted by the laws of Indiana, but confers, by affirmative language, upon the corporation, which it declares shall be a railroad corporation in Illinois, the same or as large powers as are possessed by an Illinois corporation, the St. Louis, Alton & Terre Haute Railroad Company, and, in addition, such other powers as are usual to railroad corporations. The Indianapolis & St. Louis Railroad Company, as lessee of the St. Louis, Alton & Terre Haute Railroad Company, was thus created, by apt words, a corporation in Illinois. The fact that it bears the same name as that given to the company incorporated by Indiana cannot change the fact that it is a distinct corporation, having a separate existence derived from the legislature of another state.'

In Memphis & C. R. Co. v. Alabama, 107 U. S. 581, 584, 2 Sup. Ct. Rep. 432, the question was as to the citizenship of the corporation against which that suit was brought by the state of Alabama. The state of Tennessee, in 1846, created a corporation by the name of the Memphis & Charleston Railroad Company. The legislature of Alabama subsequently passed an act entitled 'An act to incorporate the Memphis & Charleston Railroad Company.' That act referred to the act of the Tennessee legislature, and granted to said company a right of way through Alabama, to construct its road between certain points named, declaring that it should have all the rights and privileges granted to it by the said act of incorporation, subject to the restrictions therein imposed. The statute contained other provisions of the same general nature, from all of which, however, it was not, as this court observed, made quite clear, whether the company referred to in the body of the act was the one which the act in its title purported to incorporate, or the one created by the Tennessee act and referred to in the preamble of the Alabama act. But there were other sections expressly referring to the company 'hereby incorporated,' that is, incorporated by the Alabama act. The whole of the latter act, taken together, the court said, manifests the understanding and intention of the legislature of Alabama that the corporation, which was thereby granted a right of way to construct through that state a railroad, 'was and should be in law a corporation of the state of Alabama, although having one and the same organization with the corporation of the same name previously established by the legislature of Tennessee.'

In the recent case of Pennsylvania Co. v. St. Louis, A. & T. H. R. Co., 118 U. S. 295, 296, 6 Sup. Ct. Rep. 1094, the general question now before us received careful consideration. It was there said: 'It does not seem to admit of question that a corporation of one state, owning property and doing business in another state, by permission of the latter, does not thereby become a citizen of this state also. And so a corporation of Illinois, authorized by its laws to build a railroad across the state from the Mississippi river to its eastern bon dary, may, by permission of the state of Indiana, extend its road a few miles within the limits of the latter, or, indeed, through the entire state, and may use and operate the line as one road by the permission of the state, without thereby becoming a corporation or a citizen of the state of Indiana. Nor does it seem to us that an act of the legislature conferring upon this corporation of Illinois, by its Illinois corporate name, such powers to enable it to use and control that part of the road within the state of Indiana, as have been conferred on it by the state which created it, constitutes it a corporation of Indiana. It may not be easy in all such cases to distinguish between the purpose to create a new corporation, which shall owe its existence to the law or statute under consideration, and the intent to enable the corporation already in existence, under laws of another state, to exercise its functions in the state where it is so received. To make such a company a corporation of another state, the language used must imply creation, or adoption in such form as...