them to a natural son of the deceased who resided in this country. The legitimate heirs brought suit against the grantee of the State, who answered that they could not claim the property in view of the anti-alien laws then existing in the State of Maryland. The State of Maryland had passed an act permitting the lands of a French subject to descend to his next of kin, provided they should be conveyed to a citizen of Maryland within ten years. The heirs of Chirac pleaded the treaty, claiming that they could inherit regardless of State laws, and, notwishstanding the subsequent abrogation of the treaty, they were not compelled to convey the property to a citizen within ten years. The Supreme Court sustained their contention. If the State of Maryland had power to give to such a law universal application, it would render nugatory the sovereign power of treaty-making, would prevent, under the working of the reciprocity condition, citizens of other States from enjoying rights in France acquired by the treaty. This principle extends to corporations as well as foreign citizens and a foreign corporation may hold land not only by common law, but by the device of using a domestic corporation or individual as the "mere repository" of the legal title; and by comity

1 Chirac v. Chirac, 2 Wheat. 259. In Wright v. Henkel, 190 U. S. 40, 58, 61, an extradition treaty was held to cover the "country" as including several States as well as the United States as a whole. United States v. Smith, 5 Wheaton, 153, held that in the definition of piracies and felonies on the high seas the law of nations was the common law. The State laws of Massachusetts were recently held by a Massachusetts court to be set aside by the "most favored nation" clause in a treaty with Russia. In re Wyman, 77 N.E. 379. ' Northern Trans. Co. v. Chicago, 7 Biss. 45; N. H. Land Co. v.. Tilton, 19 Fed. 73: St. Louis & S. F. R. R. v. Foltz, 52 Fed. 627. ' Commonwealth v. L. E. & W. R. R. Co., 132 Pa. 591.

or treaty; and, in spite of a mortmain statute, title could be disputed only by the state."

In Ware v. Hylton,' it was held, that the definitive treaty of peace of 1783 with Great Britain repealed and nullified all State laws by its own operation, revived debts, removed all lawful impediments, and was a supreme law, overruling all State laws on the subject, to all intents and purposes, and of equal force and effect with the Constitution itself.

"Within these limits," says Calhoun, "all questions which may arise between us and other powers, be the subject-matter what it may, fall within the treaty-making power and may be adjusted to it. If the national government has not the power to do what is done by such treaties it cannot be done at all, for the States are expressly forbidden to enter into any treaty, a liance, or confederation. The Constitution, the laws, and treaties of the United States are as much a part of the law of every State as its own local laws and constitution. This is a fundamental principle in our system of complex national policy. "

$ 25. THIS PRINCIPLE NOT AFFECTED BY THE FICTION OF STATE COMITY. CONFUSION ARISING FROM THAT FICTION. STATE CORPORATIONS. — If, then, the national government may by treaty render of no effect State laws on many subjects, how far has a State the right to make these laws?

"A corporation is clothed everywhere with the charter and the powers given to it by the statutes creating it, where its existence is recognized by State comity." 5

1 Christian Union v. Yount, 101 U. S. 352. Runyan v. Coster, 14 Pet. 122.

3

3 Dallas, 199.

Quoted by Mr. Justice Swayne, in Hauenstein v. Lynham, 100 U. S. 483.

Bank of Augusta v. Earle, 13 Pet. 519; Story, Conflict of Laws, 2d ed. 37, 38; Head v. Provident Insurance Co., 2 Cranch, 127; Root v. Godard, 3 McLean, 102; Hayden v. Davis, ibid. 276.

"The rule firmly established by authority is that a corporation of one State can take and hold lands in another State by purchase or mortgage, when consistent with its charter and not prohibited by positive law." 1

The power of a foreign corporation to hold lands in the State of Illinois has been denied by its highest judicial authorities. The Supreme Court has held that a corporation created in another State for the sole purpose of buying and selling lands, has no power to purchase and hold the title to lands in the State, as it is against the general policy of the legislation on the subject of domestic corporations, and would tend to create perpetuity; that it is well settled that a corporation created in the State cannot exercise its functions in another State or sovereignty, without permission of the latter, express or implied; that the right to such exercise of its functions depends upon comity, and that such comity is inadmissible when contrary to its policy or prejudicial to its interests. The principle thus established has become a rule of property, and will be recognized by the Courts as such. The United States Courts will follow the State rulings

1 Note to 2 Kent's Commentaries, 12th ed.,* p. 281; Lumbard v. Aldrich, 8 N. H. 31; State v. R.R., 25 Vt. 433; Libbey v. Hodgdon, 9 N. H. 396; Lathrop v. Bank, 8 Dana (Ky.), 114; Bank v. North, 4 Johns. Ch. 370; Baird v. Bank, 11 Serg. & Rawle, 313; Fairfax v. Hunter, 4 Cranch, 603; Runyan v. Coster, 14 Pet. 123; Bank v. Montgomery, 2 Scam. 423; Merrick v. Van Santvoord, 34 N. Y. 214; Bank v. Godfrey, 23 Ill. 579; State v. Sherman, 22 Ohio, 433; Henriques v. The Dutch West India Co., 2 Ld. Raymond, 1533.

' Carroll v. East St. Louis, 67 Ill. 568; aff'd in Starkweather v. Am. Bible Society, 72 Ill. 55; but see U. S. Trust Co. v. Lee, 73 Ill. 142; and Christian Union v. Yount, 101 U. S. 352.

Beauregard v. New Orleans, 18 How. 497; Pease v. Peck, 18 How. 595; Congdon v. Goodman, 2 Black, 574, 67 U. S. 257; Gardner v. Collins, 2 Pet. 58.

though unsettled, taking the last decision as their guide.' The United States Courts will not look behind the corporate person and see the individuals that compose the corporation, but will assume that they are citizens of the State of origin of the corporation. If the purpose were such that it would be impossible for an individual to carry it out unaided, it could not be carried out. A corporation is a legal individual. The Constitution of the United States may restrain a State from prohibiting the holding of land by a foreign corporation. At common law a foreign corporation may hold land."

3

§ 26. RIGHTS OF NATIONAL CITIZENSHIP ARE PARAMOUNT OVER STATE LAWS. CORPORATIONS AS PERSONS AND CITIZENS. If a corporation were chartered

1 Dred Scott v. Sandford, 19 How. 393; Leffingwell . Warren, 2 Black, 599; Williams v. Kirtland, 13 Wall. 306; Walker v. State Harbor Comm'rs, 17 Wall. 650; Strader v. Graham, 10 How. 82; Jackson v. Chew, 12 Wheat. 153; Christy v. Pridgeon, 4 Wall. 196. 2 Louisville R. R. Co. v. Letson, 2 How. 495, 550; Ohio R. R. Co. v. Wheeler, 1 Black, 286, 296; Steamship Co. v. Tugman, 106 U.S. 118; Louisville R. R. Co. v. Louisville Trust Co., 174 U. S. 552, 565.

The Hague Conference of 1904 for the Advancement of Private International Law adopted a convention which disregards the distinction between real and personal estate. Of course the United States did not join in this convention. Yet corporations which own vast amounts of real estate turn it into personalty, for it is represented by the shares of stock. To impose a general nationality upon corporations in the United States would be no greater interference with State rights than treaties giving aliens the right to succeed to real estate in any State, and would be in line with the construction given to our extradition treaties. See Wright v. Henkel, 190 U. S. 40. Simeon E. Baldwin, XIV, Yale Law Journal, 5.

• Orient Ins. Co. v. Daggs, 175 U. S. 557; N. Y. Life Ins. Co. v. Cravens, 178 U. S. 389; Allgeyer v. Louisiana, 165 U. S. 578.

Northern Trans. Co. v. Chicago, 7 Biss. 45; N. H. Land Co. v. Tilton, 19 Fed. 73; St. Louis & S. F. R. Co. v. Foltz, 52 Fed. 627.

by the United States, would the broad rule of the Illinois Court hold? Suppose that by treaty with Great Britain reciprocal rights to acquire land were exchanged; then by Ware v. Hylton,' and other cases, the foreign corporation could hold land in Illinois," and the American corporation could not, and British citizens would enjoy privileges and immunities in Illinois not enjoyed by citizens either of Illinois or the other States.

No State has power to determine the status of any corporation other than those originating within the State itself.

3

"Corporations are taken to be persons when the circumstances in which they are placed are identical with those of natural persons, expressly included in a statute." "It is well settled that corporations are persons within the Fourteenth Amendment of the Constitution of the United States. "14

"And corporations are citizens in a local sense in the State in which they are created, and if they conform to State requirements they may become citizens in other States and will become entitled to the same privileges and immunities as other citizens of the same class. "5 "They are not citizens within Art. IV, § 2. The privileges and

1 3 Dallas, 199.

'Society for the Propagation of the Gospel v. New Haven, 8 Wheat. 464.

222.

U. S. v. Amedy, 24 U. S. (11 Wheat.) 392; see also 19 L. R. A.

Santa Clara v. So. Pac. R. R. Co., 118 U. S. 39; Pembina Mining Co. v. Penn., 125 U. S. 181, 189; Mo. Pac. R. Co. v. Mackay, 127 U. S. 205; Minn. & St. Louis Ry. v. Herrick, 127 U. S. 210; Id. v. Beckwith, 129 U. S. 26; Charlotte & Columbia R. R. Co. v. Gibbs, 142 U. S. 386; Covington & Lexington Turnpike v. Sandford, 164 U. S. 578; R. R. v. Ellis, 165 U. S. 150.

Fire Ass'n of Philadelphia v. New York, 119 U. S. 110.