The only basis of reason, which can be supposed without doing flagrant injustice, is that all the members of State corporations are entitled to all the rights of citizens of the United States under law common to all citizens, for this is the only theory which makes it just to give the right of the national forum, in cases of diverse "citizenship," to corporations, the difference being immaterial if the State courts are bound by the same rules of decision. Recognition of corporations as national would restore to State courts jurisdiction where it is now evaded, for a corporation would be a citizen in every State in which it is located.

Francis, II Wall. 210; Shaw v. Quincy Mining Co., 145 U. S. 444; So. Pac. Co. v. Denton, 146 U. S. 202; Empire Coal & Transp. Co. v. Empire Coal & Mining Co., 150 U. S. 159. The fact of a State line is immaterial; the corporation must have a fixed domicile for jurisdictional purposes. It is the District which is made the basis, not the State of charter. Galveston, H. & S. A. Ry. v. Gonzales, 38 Fed. 449, and authorities there collected. See Ex parte Schollenberger, 96 U. S. 369; R. R. v. Koontz, 104 U. S. 5. Two-state or consolidated interstate corporations of any kind are an anomaly which will disappear only with the endowment of corporations with national character and a domicile at its real central offices, which there will then be no need to establish fictitiously. See cases above and Winn v. Wabash R. R., 118 Fed. 55; In re St. Paul & N. P. Ry., 36 Minn. 85; State v. Chic. B. & Q. R. R., 25 Neb. 156; Smith v. Boston, C. & M. R. R., 33 N. H. 337; In re Sage, 70 N. Y. 220; Sprague v. Hartford Ry., 5 R. I. 233; Nashua & L. R. R. v. Boston & L. R. R., 136 U. S. 356; Pac. Ry. v. Mo. Pac. Ry., 23 Fed. 565; Mo. Pac. R. R. v. Meeh.; 69 Fed. 753; Continental Tr. Co. v. Toledo, S. L. & K. C. R. R., 82 Fed. 642; Chic. & W. I. R. R. v. Lake Shore & M. S. Ry., 10 Biss. 122, 5 Fed. 19; Racine & M. R. R. v. Farmers' L. & T. Co., 49 Ill. 331; Stone v. Farmers' L. & T. Co., 116 U. S. 307; Quincy R. R. Bridge Co. v. Adams County, 88 Ill. 615; Ohio & M. R. R. v. Weber, 96 Ill. 443; Chicago & N. W. R. R. v. Auditor Gen'l, 53 Mich. 79; Mead v. N. Y. etc. R. R., 45 Conn. 199; Pittsburgh & S. L. R. R. v. Rothschild, 4 Cent. 107.

"The Federal jurisdiction which rests upon diverse citizenship was made by Congress concurrent with State jurisdiction; but by the operation of the various removal acts, has now become practically exclusive, removal being at the option of either party. . . . Nearly four fifths of the whole volume of business in this country is done by corporations; and a very large proportion of the litigated business of these corporations is transacted in the Federal courts, and not in the Courts of the States which have created these corporations.1

"Private corporations have the rights of the natural persons who compose them.2

"The Federal Constitution extends the judicial power to cases between citizens of different States; and declares that all persons born or naturalized here are citizens of the State wherein they reside; and the Judiciary Act confers jurisdiction on the circuit courts between citizens of the State where the suit is brought and citizens of another State.

"To give the association of citizens a greater right of suit in the courts of the United States than is possessed by each and all of the individual citizens composing the association by means of a pure fiction that all have that right, when in fact none may have it, is believed to be an abuse more far-reaching in its consequences than any now existing in our courts, and it has been the chief cause of so choking the Federal Supreme Court that it has not been able to handle its business.3

1 Alfred Russell, Address to American Bar Association, August, 1891; 25 Am. Law. Review, 795–803.

National authorization of incorporation would not only permit regulation in the public interest but would secure to aggregations of capital lawful means of creating new industries and wealth. Worthy and unworthy corporate combinations are alike forced to resort to devices.

3 Mr. Russell's remark about the choking up of the Supreme Court seems to have been discounted by the work of the Circuit

"The first case in these decisions was a railroad case. We now see daily examples of a corporation suing or being sued in the Federal Circuit Court as a citizen of the State incorporating it, when, first, not one of the individuals composing it is, in fact, a citizen of that State; and when, second, every one of the individuals composing it is, in fact, a citizen of the same State with the opposing party to the suit, in violation of the rule that each and all of the persons concerned in that interest must be of a different citizenship from each and all of the persons on the other side, and must be competent to sue, or liable to be sued in the courts of the Union; when, third, all the business of the corporation is transacted outside of the State which incorporated it and all its actual business offices are outside of that State; and when, fourth, all these facts are well known to all concerned in the suit, including the court itself which takes judicial knowledge of the Statute of the incorporating State not requiring members or officers to be citizens, and which court well knows that the suit does not really involve a controversy properly within the jurisdiction under the judiciary act.

"More than this. It is common knowledge that as matter of fact, aliens or citizens of other States, are continually forming corporations, in a given State, for the purpose of transacting business and holding property in a third State: Frenchmen, living in Paris, form land corporations under the laws of Texas; Englishmen, living in London, form mining corporations under the laws of Michigan; Dutchmen, residents of Amsterdam, form railroad corporations under the laws of Minnesota. The States generally authorize meetings of members (that is, of the corporation itself) out of the State, or abroad, as well as meetings of its officers. The States especially authorize business of their corporations to be conducted out of the State. Court of Appeals which began its sittings several months before, in January, 1891.

The States even form corporations and prohibit then business to be done in the State, and ordain that it shall be done only out of the State. New Jersey and West Virginia spawn corporations north, east, south, west, with not a Jerseyman or a West Virginian as a real member. Massachusetts men form railroad corporations in Illinois for railroads from Massachusetts to the Pacific."1

$193. CORPORATIONS AND THE FOURTEENTH AMENDMENT. The theory of the law as it stands at present is that corporations should have the right to action in the Federal courts. The letter of the Fourteenth Amendment comprehends this.

"Several Senators who contributed toward its formation have said that it was intended by the framers to operate in the broadest sense. Roscoe Conkling, a leading member of the Reconstruction Committee, which drafted the amendment, in his argument in the San Mateo County case, produced the journal of the committee to show how the various provisions came to be inserted, and he said that individuals and corporations had been for some time appealing for Congressional protection against discrimination and unfair State and local taxation, and asserted that the committee intended to give to the provision in the proposed amendment the broadest possible scope and operation for the benefit of all persons." 3

The only conclusion that can be drawn, since the decisions which have brought about the conditions

See also Russell's Theory of the Police Power.

Law Pamphlets, N. Y. State Lib. Vol. XCVII, No. 6, p. 25. The case was argued Dec. 19, 1882, but the appeal was dismissed before decision. See 116 U. S. 138.

Alton B. Parker, Chief Judge, N. Y. Ct. of Appeals, Address to Georgia Bar Association, 1903; Am. Law Review, Vol. XXXVII, No. 5, p. 654.

referred to by Mr. Russell are based upon the Fourteenth Amendment to the Constitution, is that there should be one law for all the corporations and all the members, lest advantages, of which the law could never have conceived, be given to individuals, aliens as well as citizens, in corporate association, which are denied to citizens as individuals. In other words, justice demands, if merely to prevent wrong by operation of the law, that there should be one system of law for the whole nation, of which a national law upon corporations should be a part. The national government has a deep interest in the control of those bodies which own and manage the real wealth of the country. In time of war, under present conditions, the requirement applied to ownership of American ships by corporations would be less important than the control of many other sources of national wealth. It is not necessary to say that there should be enacted a law of corporations for the whole nation. The true conception of incorporation is that of free, public, and lawful contract. That it is free, the States have shown; that it should be public, the requirements of our law all show; that it should be in accordance with all the law, is the fact brought out by the present inequalities in rights of suit in the Federal courts. The one and only necessity is a common law to benefit and

The principle that a corporation is “found" only in the State of its charter was held not to apply to an alien or to a corporation created by a foreign country. Such a corporation may be sued (as an alien) in any district where it does business. In re Hohorst, 150 U. S. 653. A foreign corporation may have a "commercial domioil" so-called, for taxation, Atty. Gen'l v. Bay State Mining Co., 99 Mass. 148, 153; or to fix national character in time of war. Martine v. International Insurance Co., 53 N. Y. 339; Driefontein C. G. Mines v. Janson [1901], 2 K. B. 419.