Pembina Consolidated Silver Min Milling Co v. Commonwealth of Pennsylvania

• Decision Date: 19 March 1888
• Citation: 8 S.Ct. 737,31 L.Ed. 650,125 U.S. 181
• Parties: PEMBINA CONSOLIDATED SILVER MIN. & MILLING CO. v. COMMONWEALTH OF PENNSYLVANIA
• Court: U.S. Supreme Court

125 U.S. 181

8 S.Ct. 737

31 L.Ed. 650

PEMBINA CONSOLIDATED SILVER MIN. & MILLING CO. v. COMMONWEALTH OF PENNSYLVANIA.

March 19, 1888.

[Statement of Case from pages 182-183 intentionally omitted] W. M. Newlin, for plaintiff in error.

W. S. Kirkpatrick, Atty. Gen., and John F. Sanderson, Deputy Atty. Gen., for defendant in error.

Mr. Justice FIELD, after stating the facts as above, delivered the opinion of the court.

The only questions passed upon by the supreme court of Pennsylvania, which can be considered by us, are those which arise upon its ruling against the contention of the plaintiff in error that the statute of the commonwealth is in conflict with clauses of the federal constitution. Its ruling upon the conformity of the statute with the constitution of the commonwealth does not come under our jurisdiction. The clauses of of the federal constitution, with which it was urged in the state supreme court that the statute conflicts, are the one vesting in congress the power to regulate foreign and interstate commerce, the one declaring that the citizens of each state are entitled to the privileges and immunities of citizens in the several states, and the one embodied in the fourteenth amendment declaring that no state shall deny to any person within its jurisdiction the equal protection of the laws.

1. It is not perceived in what way the statute impinges upon the commercial clause of the federal constitution. It imposes no prohibition upon the transportation into Pennsylvania of the products of the corporation, or upon their sale in the commonwealth. It only exacts a license tax from the corporation when it has an office in the commonwealth for the use of its officers, stockholders, agents, or employes. The tax is not for their office, but for the office of the corporation; and the use to which it is put is presumably for the latter's business and interest. For no other purpose can it be supposed that the office would be hired by the corporation. The exaction of a license fee to enable the corporation to have an office for that purpose within the commonwealth is clearly within the competency of its legislature. It was decided long ago, and the doctrine has been often affirmed since, that a corporation created by one state cannot—with some exceptions, to which we shall presently refer—do business in another state without the latter's consent, express or implied. In Paul v. Virginia, 8 Wall. 168, this court, speaking of a foreign corporation, (and under that definition the plaintiff in error, being created under the laws of Colorado, is to be regarded,) said: 'The recognition of its existence even by other states, and the enforcement of its contracts made therein, depend purely upon the comity of those states; a comity which is never extended where the existence of the corporation or the exercise of its powers, are prejudicial to their interests, or repugnant to their policy. Having no absolute right of recognition in other states, but depending for such recognition and the enforcement of its contracts upon their consent, it follows as a matter of course that such consent 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 interests. The whole matter rests in their discretion.' A qualification of this doctrine was expressed in Telegraph Co. v. Telegraph Co., 96 U.S. 12, so far as it applies to corporations engaged in commerce under the authority or with the permission of congress. The act of July 24, 1866, 'to aid in the construction of telegraph lines, and to secure to the government the use of the same for postal, military, and other purposes,' which was considered in that case, declared that any telegraph company then organized, or which might thereafter be organized, under the laws of any state, should have the right to construct, maintain,a nd operate lines of telegraph through and over any portion of the public domain of the United States, over and along any of the military or post roads of the United States, which had been or might thereafter be declared such by act of congress, and over, under, or across the navigable streams or waters of the United States,' upon certain conditions specified therein; and this court held that the telegraph, as an agency of commerce and intercommunication, came under the controlling power of congress, as against any hostile state legislation; and that the Western Union Telegraph Company, having accepted the conditions of the act, could not be excluded by another state from prosecuting its business within her jurisdiction. The legislature of Florida had granted to another company, for 20 years, the exclusive right to establish and maintain telegraph lines in certain counties of the state, but this exclusive grant was adjudged to be invalid as against the company acting under the law of congress. And undoubtedly a corporation of one state, employed in the business of the general government, may do such business in other states without obtaining a license from them. Thus, to take an illustration from the opinion of Mr. Justice BRADLEY in a case recently decided by him, 'if congress should employ a corporation of ship-builders to construct a man-of-war, they would have the right to purchase the necessary timber and iron in any state of the Union,' and, we may add, without the permission and against the prohibition of the state. Stockton v. Railroad Co., 32 Fed. Rep. 9, 14. These exceptions do not touch the general doctrine declared as to corporations not carrying on foreign or interstate commerce, or not employed by the government. As to these corporations, the doctrine of Paul v. Virginia applies. The Colorado corporation does not come within any of the exceptions. Therefore, the recognition of its existence in Pennsylvania, even to the limited extent of allowing it to have an office within its limits for the use of its officers, stockholders, agents, and employes, was a matter dependent on the will of the state. It could make the grant of the privilege conditional upon the payment of a license tax, and fix the sum according to the amount of the authorized capital of the corporation. The absolute power of exclusion includes the right to allow a conditional and restricted exercise of its corporate powers within the state. Bank v. Earle, 13 Pet. 519; Insurance Co. v. French, 18 How. 404; Ducat v. Chicago, 10 Wall. 410; St. Clair v. Cox, 106 U. S. 350, 1 Sup. Ct. Rep. 354.

We do not perceive the pertinency of...