The Statute of Florida incorporated the Pensacola Telegraph Company, which had been organized in December of the previous year, and in terms declared that it should enjoy "The sole and exclusive privilege and right of establishing and maintaining lines of electric telegraph in the Counties of Escambia and Santa Rosa, either from different points within said counties, or connecting with lines coming into said counties, or either of them, from other points in this or any other State." of each State shall be entitled to all privileges | conflict with the Act of Congress of July 24th, and immunities of citizens of the several States." 1866, entitled "An Act to Aid in the ConstrucArt. IV., sec. 2. That was not, however, the tion of Telegraph Lines, and to Secure to the case of a corporation engaged in interstate com- Government the Use of the Same for Postal, merce; and enough was said by the court to Military and Other Purposes." 14 Stat. at L., 13] show that, if it had been, very different 221. questions would have been presented. The language of the opinion is, p. 182 [361]: "It is undoubtedly true, as stated by counsel, that the power conferred upon Congress to regulate commerce includes as well commerce carried on by corporations as commerce carried on by individuals. * This state of facts forbids the supposition that it was intended in the grant of power to Congress to exclude from its control the commerce of corporations. The language of the grant makes no reference to the instrumentalities by which commerce may be carried on: it is general, and includes alike commerce by individuals, partnerships, associations and corporations. * The defect of the argument lies in the character of their (insurance companies') business. Issuing a policy of insurance is not a transaction of commerce. Such contracts (policies of insurance) are not interstate transactions, though the parties are domiciled in different States." The questions thus suggested need not be considered now, because no prohibitory legislation is relied upon, except that which, as has already been seen, is inoperative. Upon principles of comity, the corporations of one State are permitted to do business in another, unless it conflicts with the law, or unjustly interferes | with the rights of the citizens of the State into which they come. Under such circumstances, no citizen of a State can enjoin a foreign corporation from pursuing its business. Until the State acts in its sovereign capacity, individual citizens cannot complain. The State must determine for itself when public good requires that its implied assent to the admission shall be withdrawn. Here, so far from withdrawing its assent, the State, by its legislation of 1874, in effect, invited foreign telegraph corporations to come in. Whether that legislation, in the absence of congressional action, would have been sufficient to authorize a foreign corporation to construct and operate a line within the two counties named, we need not decide; but we are clearly of the opinion, that, with such action and a right of way secured by private arrangement with the owner of the land, this defendant Corporation cannot be excluded by the présent complainant. The decree of the Circuit Court is affirmed. 14] *Mr. Justice Field, dissenting: I am compelled to dissent from the judgment of the court in this case, and from the reasons upon which it was founded; and I will state, with as much brevity as possible, the grounds of my dissent. The bill was filed to obtain an injunction restraining the defendant from erecting, using or maintaining a telegraph line in the County of Escambia, Florida, on the ground that, by a statute of the State, passed in December, 1866, the complainant had acquired the exclusive right to erect and use lines of telegraph in that County for the period of twenty years. The court below denied the injunction and dismissed the bill, upon the ground that the statute was in Soon after its organization, and in 1866, the Company erected a line of telegraph from the City of Pensacola, through the County of Escambia, to the southern boundary of Alabama, a distance of forty-seven miles, which has since been open and in continuous operation. It was located, by permission of the Alabama and Florida Railroad Company, along its line of railway. After the charter was obtained, the line was substantially rebuilt, and two other lines in the county were erected by the Company. In February, 1873, the Legislature of Florida passed an Act granting to the Pensacola and Louisville Railroad Company, which had become the assignee of the Alabama and Florida Railroad Company, the right to construct and operate telegraph *lines upon its right of [15 way from the Bay of Pensacola to the junction of its road with the Mobile and Montgomery Railroad, and to connect the same with the lines of other companies. By an amendatory Act passed in the following year (February. 1874). the railroad company was authorized to construct and operate the lines, not only along its road as then located, but as it might be thereafter located, and along connecting roads in the county, to the boundary of Alabama, and to connect and consolidate them with other telegraph companies, and to sell and assign the property appertaining to them, and the rights, privileges and franchises conferred by the Act; and it empowered the assignee, in such case, to construct and operate the lines, and to enjoy these rights, privileges and franchises. Under this amendatory Act, and soon after its passage, the railroad company assigned the rights, privileges and franchises thus acquired to the Western Union Telegraph Company, the defendant herein, a Corporation created under the laws of the State of New York; which at once proceeded to erect a line from the City of Pensacola to the southern boundary of Ala bama, along the identical railway on which the complainant's line was erected in 1866, and has been located ever since, with the avowed intention of using it to transmit for compensation messages for the public in the county and State. By the erection and operation of this line. the complainant alleges that its property would become valueless, and that it would lose the benefits of the franchises conferred by its charter. There can be no serious question that the State of Florida possessed the absolute right to confer upon a corporation created by it the exclusive privilege for a limited period to con struct and operate a telegraph line within its borders. Its Constitution, in existence at the time, empowered the Legislature to grant exclusive privileges and franchises to private corporations for a period not exceeding twenty years. The exclusiveness of a privilege often constitutes the only inducement for undertakings holding out little prospect of immediate returns. The uncertainty of the results of an enterprise will often deter capitalists, naturally cautious and distrustful, from making an investment, without some assurance that, in case the business become profitable, they shall not en16] counter the danger of its destruction or diminution by competition. It has, therefore, been a common practice in all the States to encourage enterprises having for their object the promotion of the public good, such as the construction of bridges, turnpikes, railroads and canals, by granting for limited periods exclusive privileges in connection with them. Such grants, so far from being deemed encroachments upon any rights or powers of the United States, are held to constitute contracts, and to be within the protecting clause of the Constitution prohibiting any impairing of their obligation. The grant .to the complainant was invaded by the subsequent grant to the Pensacola and Louisville Railroad Company. If the first grant was valid, the second was void, according to all the decisions of this court, upon the power of a State to impair its grant, since the Dartmouth College case. The court below did not hold otherwise, and I do not understand that a different view is taken here; but it decided, and this court sustains the decision, that the statute making the first grant was void, by reason of its conflict with the Act of Congress of July 24, 1866. With all deference to my associates, I cannot see that the Act of Congress has anything to do with the case before us. In my judgment, it has reference only to telegraph lines over and along military and post-roads on the public domain of the United States. The title of the Act expresses its purpose, namely: "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." The aid conferred was the grant of a right of way over the public domain; the Act does not propose to give aid in any other way. Its language is, that any telegraph company organized under the laws of a State "shall have the right to construct, maintain and operate lines of telegraph through and over any portion of the public domain, over and along any of the military and post-roads which have been or may hereafter be declared such by Act of Congress, and over and across the navigable streams or waters of the United States." The portion of the public domain which may be thus used is designated by reference to the military and post-roads upon it. Were there any doubt that this is the 17] *correct construction of the Act, the provision which follows in the same section would seem to remove it, namely: that any of the said companies shall "Have the right to take and use from such public lands the necessary stone, timber and other materials for its posts, piers, stations and other needful uses in the construction, maintenance and operation of said lines of telegraph, and may preempt and use such por96 U.S. U. S., Book 24. tion of the unoccupied public lands, subject to preemption, through which its said lines of telegraph may be located, as may be necessary for its stations, not exceeding forty acres for each station, but such sections shall not be within In the face of fifteen miles of each other." this language, the Italics of which are mine, there ought not to be a difference of opinion as to the object of the Act, or as to its construction. The conclusion reached by the majority of the court not only overlooks this language, but implies that Congress intended to give aid to the telegraph companies of the country-those existing or thereafter to be creatednot merely by allowing them to construct their lines over and along post-roads upon the public lands, but also over and along such roads within the States which are not on the public lands, where, heretofore, it has not been supposed that it could rightfully exercise any power. United States within the States are in the miliThe only military roads belonging to the tary reservations; and to them the Act obviously does not apply. And there are no post-roads belonging to the United States within the States. The roads upon which the mails are carried by parties, under contract with the government, belong either to the States, or to individuals, or to corporations, and are declared post-roads only to protect the carriers from being interin their transportation, and the postal service fered with, and the mails from being delayed from frauds. The government has no other control over them. It has no proprietary interest in them or along them to bestow upon anyone. It cannot use them, without paying the tolls chargeable to individuals for similar uses; it cannot prevent the State from changing or discontinuing them at its pleasure; and it can acquire no ownership or property interest in them, except in the way in which it may acquire any other property in the States, namely: by purchase, or by appropriation *upon making [18 just compensation. Dickey v. Turnpike R. Co., 7 Dana, 113. The public streets in some of our cities are post-roads, under the declaration of Congress, R. S., sec. 3964; and it would be a strange thing if telegraph lines could be erected by a foreign corporation along such streets without the consent of the municipal and state authorities, and, of course, without power on their part to regulate its charges or control its management. Yet the doctrine asserted by the majority of the court goes to this length: that, if the owners of the property along the streets consent to the erection of such lines by a foreign corporation, the municipality and the State are powerless to prevent it, although the exclusive right to erect them may have been granted by the State to a corporation of its own creation. If by making a contract with a party to carry the mails over a particular road in a State, which thus becomes by Act of Congress for that purpose a post-road, Congress acquires such rights with respect to the road that it can authorize corporations of other States to construct along and over it a line of telegraph, why may it not authorize them to construct along the road a railway, or a turnpike, or a canal, or any other work which may be used for the promotion of commerce? If the authority exist in the one case, I cannot see why it does not equally exist in the other. And if Congress can author45 713 ize the corporations of one State to construct telegraph lines and railways in another State, it must have the right to authorize them to condemn private property for that purpose. The Act under consideration does not, it is true, provide for such condemnation; but if the right exist to authorize the construction of the lines, it cannot be defeated from the inability of the corporations to acquire the necessary property by purchase. The power to grant implies a power to confer all the authority necessary to make the grant effectual. It was for a long time a debated question whether the United States, in order to obtain property required for their own purposes, could exercise the right of eminent domain within a State. It has been decided, only within the past two years, that the government, if such property cannot be obtained 19] by purchase, may appropriate *it, upon making just compensation to the owner, Kohl v. U. S., 91 U. S., 367, 23 L. ed., 449; but never has it been suggested that the United States could enable a corporation of one State to condemn property in another State, in order that it might transact its private business there. 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." If, therefore, foreign corporations can exist in the State of Florida and do business there by the authority of Congress, it must be because Congress can create such corporations for local business-a doctrine to which I cannot assent, and which to my mind is pregnant with evil consequences. In all that has been said of the importance of the telegraph as a means of intercourse, and of its constant use in commercial transactions, I fully concur. Similar language may be used with regard to railways; indeed, of the two, the railway is much the more important instrument of commerce. But it is difficult to see how from this fact can be deduced the right of Congress to authorize the corporations of one State to enter within the borders of another State and construct railways and telegraph lines in its differWe are not called upon to say that Congress ent counties for the transaction of local busimay not construct a railroad as a post-road, or ness. The grant to the complainant in no way erect for postal purposes a telegraph line. It interferes with the power of Congress, if it posmay be that the power to establish post-roads is sess such power, to construct telegraph lines not limited to designating the roads which shall or railways for postal service or for military be used as postal routes, a limitation which has purposes, or with its power to regulate combeen asserted by eminent jurists and statesmen.1 merce between the States. The imputation that If it be admitted that the power embraces also Florida designed by the grant to obstruct the the construction of such roads, it does not fol- powers of Congress in these respects is not warlow that Congress can authorize the corporation ranted by anything in her statute. A like imof one State to construct and operate a railroad putation, and with equal justice, might be made or telegraph line in another State for the trans- against every State in the Union which has auaction of private business, or even to exist there, thorized the construction of a railway or telewithout the permission of the latter State. By graph line in any one of its counties, with a reason of its previous grant to the complainant, grant of an exclusive right to operate the road Florida was incompetent to give such permis- or line for a limited period. It is true the Unitsion to the assignor of the defendant, or to any ed States, equally with their citizens, may be other company, to construct a telegraph line in obliged in such cases to use the road or line; but the County of Escambia. The Act of the State it has not heretofore been supposed that this of February 3, 1874, in the face of this grant, fact impaired the right of the State to make the can only be held to authorize the construction grant. When the General Government desires of telegraph lines by different companies in to transact business within a State, it necessaother counties. If, therefore, the defendant has rily makes use of the highways and modes of any rights in that county, they are derived solely transit provided under the laws of the [21 from the Act of Congress. State, in the absence of those of its own creation. A corporation can have no legal existence beyond the limits of the sovereignty which created it. In Bk. v. Earle, 13 Pet., 519, it was said by this court that "It must dwell in the place of its creation, and cannot migrate to another sovereignty." And in Paul v. Virginia, 8 Wall., 168, 19 L. ed., 357, we added, that "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 is 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 20] *of its contracts upon their assent, it follows, as a matter of course, that such assent may be granted, upon such terms and conditions 1. Elliott's Debates, edition of 1836, 433, 487; Views of President Monroe accompanying his veto message of May 4th, 1822; Views of Judge McLean in his dissenting opinion in the Wheeling Bridge case, Is How., 441, 15 L. ed., 441. The position advanced, that if a corporation be in any way engaged in commerce it can enter and do business in another State without the latter's consent, is novel and startling. There is nothing in the opinion in Paul v. Virginia which gives any support to it. The Statute of Virginia, which was under consideration in that case, provided that no insurance company not incorporated under its laws should do business within the State, without previously obtaining a license for that purpose; and that it should not receive such license until it had deposited with the treasurer of the State, bonds of a specified character to an amount varying from $30,000 to $50,000. No such deposit was required of insurance companies incorporated by the State for carrying on their business within it; and in that case the validity of the discriminating provisions of the statute, between the corporations of the State and those of other States, was assailed. It was contended, among other things, that the statute was in conflict with the power vested in Congress to regulate commerce among the several States; that the power included commerce carried on by corporations as well as that carried on by individuals; and that the issuing of a policy of insurance upon property in one State by a corporation of another State was a transaction of interstate commerce. The court replied, that it was true that the language of the grant to Congress made no reference to the instrumentalities by which commerce might be carried on; that it was general, and included alike commerce by individuals, partnerships, associations and corporations; and that, therefore, there was nothing in the fact, that the insurance companies of New York were corporations, which impaired the argument of counsel, but that its defect lay in the character of the business; that issuing a policy of insurance was not a transaction of commerce; that the policies were mere contracts of indemnity against loss by fire, and not articles of commerce in any proper meaning of the term. In other words, the court held that the power of Congress to regulate commerce was not affected by the fact that such commerce was carried on by corporations, but that a contract of insurance made 22] by a corporation of one *State upon property in another State was not a transaction of interstate commerce. It would have been outside of the case for the court to have expressed an opinion as to the power of Congress to authorize a foreign corporation to do business in a State, upon the assumption that issuing a policy of insurance was a commercial transaction. And it is impossible to see any bearing of the views, which were expressed, upon the doctrine advanced here, that a corporation of one State, in any way engaged in commerce, can enter another State and do business there without the latter's consent. Let this doctrine be once established, and the greater part of the trade and commerce of every State will soon be carried on by corporations created without it. The business of the country is, to a large extent, conducted or controlled by corporations; and it may be, as was said by this court in the case referred to, "Of the highest public interest that the number of corporations in the State should be limited; that they should be required to give publicity to their transactions; to submit their affairs to proper examination; to be subject to forfeiture of their corporate rights in case of mismanagement; and that their officers should be held to a strict accountability for the manner in which the business of the corporations is managed, and be liable to summary removal." All these guards against corporate abuses the State would be incapable of taking against a corporation of another State operating a railway or a telegraph line within its borders under the permission of Congress, however extortionate its charges or corrupt its management. The corporation might have a tariff of rates and charges prescribed by its charter, which would be beyond the control of the State; and thus, by the authority of Congress, a State might be reduced to the condition of having the rates of charges for transportation of persons and freight and messages within its borders regulated by another State. Indeed, it is easy to see that there will remain little of value in the reserved rights of the States, if the doctrine announced in this case be accepted as the law of the land. The power vested in Congress to regulate commerce "among the several States" does not authorize any interference with the commerce which is carried on entirely within a State. "Comprehensive *as the word 'among' is," [23 says Chief Justice Marshall, "it may very properly be restricted to that commerce which concerns more States than one;" and "the completely internal commerce of a State, then, may be considered as reserved for the State itself," Gibbons v. Ogden, 9 Wheat., 194, 195. That commerce embraces the greater part of the business of every State. Everyone engaged in the transportation of property or persons, or in sending messages, between different points within the State, not destined to points beyond it, or in the purchase or sale of merchandise within its borders, is engaged in its commerce; and the doctrine that Congress can authorize foreign corporations to enter within its limits and participate in this commerce without the state's consent is utterly subversive of our system of local state government. State control in local matters would thus be impossible. The late war was carried on at an enormous cost of life and property, that the Union might be preserved; but, unless the independence of the States within their proper spheres be also preserved, the Union is valueless. In our form of government, the one is as essential as the other; and a blow at one strikes both. The General Government was formed for national purposes, principally that we might have within ourselves uniformity of commercial regulations, a common currency, one postal system; and that the citizens of the several States might have in each equality of right and privilege; and that in our foreign relations we might present ourselves as one nation. But the protec tion and enforcement of private rights of both persons and property, and the regulation of and, unless they are allowed to remain there, domestic affairs, were left chiefly with the States dimensions as ours with every variety of soil it will be impossible for a country of such vast and climate, creating different pursuits, and conflicting interests in different sections to be kept together in peace. As long as the General Government confines itself to its great but limited sphere, and the States are left to control their domestic affairs and business, there can be no ground for public unrest and disturbance. quiet can only arise from the exercise of ungranted powers. Dis Over no subject is it more important for the interests and welfare of a State that it should have control, than over corporations *doing [24 business within its limits. By the decision now rendered, congressional legislation can take this control from the State, and even thrust within its borders corporations of other States in no way responsible to it. It seems to me that, in this instance, the court has departed from long established doctrines, the enforcement of which is of vital importance to the efficient and harmonious working of our national and state governments. Mr. Justice Hunt, dissenting: I dissent, on the ground that the Act of Congress was intended only to apply to lines constructed upon the public domain. CHARLES B. WILLIAMS and JAMES D. V. the Circuit Courts of Virginia. The plaintiffs at the time of the sale were and still are residents of the State of Pennsylvania; and the deceased was then and until his death, which occurred JASON N. BRUFFY, Admr. of George Bruffy, during the war, continued to be, a resident of Deceased. (See S. C., Reporter's ed., 176-193.) Jurisdictional question-sequestration by Confederate Government-invalid statute-impair ing obligation of contracts de facto government-belligerent rights-debts-valid acts. 1. The effect of the sequestration of a debt by the Confederate Government, as a bar to an action to recover the same of the debtor, is a question of which this court has jurisdiction. be 2. The Confederate Government cannot garded in this court as having any legal existence. Whatever efficacy its enactment possessed in Virginia must be attributed to the sanction given to it by that State. 3. Any enactment of the Confederate Government, to which a State gives the force of law, is a statute of the State, within the meaning of the clause relating to the jurisdiction of this court, and where its validity was drawn in question on the ground that it was repugnant to the Constitution of the United States, and the decision of the court below was in favor of its validity, this court has jurisdiction. the State of Virginia. The defendant pleaded the general issue, and two special pleas, in one of which he averred, in substance, that Pennsylvania was one of the United States, and that Virginia was one of the States which had formed a confederation known as the Confederate States; that from some time in 1861 until some time in 1865 the Government of the United States was at war with the Government of the Confederate States; that, on the 30th of August, 1861, the Confederate States re-enacted a law sequestrating the lands, tenements, goods, chattels, rights and credits within the Confederate States, and every right and interest therein, held by or for any alien enemy since the 21st of May, 1861, excepting such debts as may have been paid into the treasury of one of the Confederate States prior to the passage of the law, and making it the duty of every attorney, agent, former partner, trustee, or other person holding or controlling any such property or interest, to inform the receiver of the Confederate States of the fact, and to render an account thereof, and, so far as practicable, to place the same in the hands of the receiver, and declaring that thereafter such person should be acquitted of all responsibility for the property thus turned over, and that any person failing to give the information mentioned should be deemed guilty of a high misdemeanor; that on the 1st of January, 1862, this law being in force, the defendant's intestate paid over to the receiver of the Confederate States the amount claimed by the plaintiffs, and that by virtue of such payment he is discharged from the debt. The second special plea is substantially like the first, with the further averment that the debt due to the plaintiffs was sequestrated by the decree of a Confederate district court in Virginia, upon the petition of the receiver, who afterwards collected it with 4. Considering the law enacted by the Confederate States sequestrating the property and credits within such States, of loyal citizens of the United States, as a law of the State, there can be no doubt of its invalidity. The constitutional provision prohibiting a State from passing a law impairing the State obligation of contracts, equally prohibits a from enforcing as a law an enactment of that character, from whatever source originating. 5. The enactment of the Confederate States is not that of an independent nation, or of a de facto government, but is the act of a portion of a State unsuccessfully attempting to establish a separate revolutionary government, which, when its military forces were overthrown, perished utterly, with all its enactments. 6. The concession to the Confederates of belligerent rights, conferred no other rights, sanctioned no hostile legislation, and impaired in no respect the rights of loyal citizens as they had existed at the commencement of hostilities. 7. Debts not being tangible things subject to physical seizure and removal, the debtors cannot claim release from liability to their creditors by reason of the coerced payment of equivalent sums to an unlawful combination. 8. While there was no validity in any legislation of the Confederate States, so far as the Acts of the several States did not impair or tend to impair the supremacy of the national authority, or the just rights of citizens under the Constitution, they are, in general, to be treated as valid and binding. [No. 96.] Argued Nov. 20, 1877. Ordered for re-argument Dec. 3, 1877. Re-argued Feb. 14, 1878. cided Mar. 25, 1878. De interest. The plaintiffs demurred to these pleas; but the demurrers were overruled. The case was then submitted to the court *upon certain [179 depositions and an agreed statement of facts. The depositions established the sale and delivery of the goods, the residence of the plaintiffs and of the deceased during the war, and the payment by the latter of the debt in suit to the sequestrator of the Confederate Government under a In Error to the Supreme Court of Appeals of judgment of a Confederate district court. the State of Virginia. The case is stated by the court. Messrs. Enoch Totten and T. O. Howe, for plaintiffs in error. Messrs. J. N. Leggett, Wm. B. Compton, T. Jessup Miller and Henry Wise Garnett, for defendant in error. Mr. Justice Field delivered the opinion of the court: This is an action of assumpsit for certain goods sold by the plaintiffs in March, 1861, to 178] George Bruffy, since deceased, *brought against the administrator of his estate in one of NOTE.-What adjudication of state courts can be brought up for review in the U. S. Supreme Court by writ of error to those courts-see note, 62 L. R. A.. 513. The court below gave judgment for the defendant; and the subsequent application of the plaintiffs to the Court of Appeals, for a supersedeas, was denied; that court being of opinion that the judgment was plainly right. Such a denial is deemed equivalent to an affirmance of the judgment, so far as to authorize a writ of error from this court to the Court of Appeals. *The question for our determination [182 arises upon the special pleas, and relates to the sufficiency of the facts therein set forth as a defense; that is, to the effect of the sequestration of the debt by the Confederate Government as a bar to the action. There is, however, a preliminary question to be considered. It is contended by the defendant that the record presents no ground for the exercise of our appellate jurisdiction. The 2d |