Mr. Edward B. Peirce for plaintiffs in | was the owner of the cotton and thereafter took possession of it, sold it, and received the proceeds. error. Messrs. John Fletcher, W. C. Ratcliffe, Moore, Smith, & Moore, and Smead & Powell for defendant in error. *Mr. Justice Holmes delivered the opinion of the court: This is a suit brought by the defendant in error, hereafter called the plaintiff, for the failure of the railroad company, hereafter called the defendant, to deliver cotton in accordance with the terms of bills of lading issued by the railroad and held by the plaintiff as indorsee. The cotton in question was purchased by the Alphin & Lake Cotton Company, and shipped over the defendant's road to El Dorado, Arkansas, mainly from Bernice, Louisiana. The Bank of Bernice, having made advances, took the bills of lading as shipper and sent them, with drafts on the purchaser, to the Bank of Little Rock. The Bank of Little Rock, wishing to reduce the account of the Alphin & Lake Cotton Company, these bills subsequently were transferred to the plaintiff as security for an advance. The bills of lading bore the words "Consigned to S/O. % Compress El Dorado, Ark. Notify Alphin & Lake Cotton Co." They also contained a notice that the liability of the railroad as a common carrier ended on the arrival of the cotton at the station of delivery, and that, unless removed by the consignees within twenty-four hours, the cotton might be removed and stored by the railroad at owner's risk and expense in a warehouse of its choice. The only place at which the cotton could be stored at El Dorado, and the place at which all the cotton coming over the railroad was delivered, was a compress company of which Lake, a member of the purchasing company, was president. The railroad, on the arrival of this cotton, followed its custom and handed the cotton over to the compress company. It is stated by the supreme court of Arkansas, whose decision we are asked to review, that the delivery was made at once, for account of Alphin & Lake Cotton Company, with no further directions and without mention of the restriction to shipper's order, on the supposition that it belonged to the Alphin & Lake Cotton Company. The bills of lading were outstanding, and were not asked for as a condition of the bailment. In the defendant's answer it is admitted that the cotton was not delivered to the plaintiff, on demand some weeks later, and while it is alleged that the delivery to the compress company was made to it as agent for the holders of the bills of lading, it is alleged also that the Alphin & Lake Cotton Company The judge before whom the case was tried directed a verdict for the plaintiff, and, on exceptions, the supreme court of the state affirmed the judgment of the trial court. 77 Ark. 482, 113 Am. St. Rep. 160, 92 S. W. 522. The statutes of Arkansas enact that such bills of lading may be transferred by indorsement and delivery of the same, with the effect of conveying a valid title to or lien upon the produce for which they are given, and forbids the delivery of such produce except on surrender and cancelation of the bills of lading, with a proviso exempting documents having the words "not negotiable" on their face. A violation of the enactment is made criminal and severely punished, and it is provided that any person aggrieved may recover all damages sustained by reason of such violation. Kirby's Digest, §§ 530, 531. It is argued that the case could not have been withdrawn from the jury, or the judgment upheld, except on the assumption that these sections of the statutes were valid, that they invalidated the stipulation in the bills of lading for a right to store, and overrode the directions contained in them, and that the plaintiff made out a case on the undisputed fact that the cotton was delivered to the compress without a surrender of the bills of lading. It is argued further that the sections, so far as they bear on these transactions, are repugnant to the Constitution, article 1, 8, as an unauthorized attempt to regulate commerce among the states, and this is the error relied upon here, although by no means the only one assigned. But, according to the well-settled doctrine of this court with regard to cases coming from state courts, unless a decision upon a Federal question was necessary to the judg ment, or in fact was made the ground of it, the writ of error must be dismissed. And even when an erroneous decision upon a Federal question is made a ground, if the judgment also is supported upon another which is adequate by itself, and which contains no Federal question, the same result must follow, as a general rule. Moreover, ordinarily this court will not inquire whether the decision upon the matter not subject to its revision was right or wrong. Murdock v. Memphis, 20 Wall. 590, 22 L. ed. 429; Hale v. Akers, 132 U. S. 554, 33 L. ed. 442, 10 Sup. Ct. Rep. 171; Leathe v.. Thomas, Nov. 11, 1907 [207 U. S. 93, ante, 30, 28 Sup. Ct. Rep. 30]. Therefore, if we should be of opinion, as we are, that the supreme court rested its judgment upon principles of common law as it understood them, we should go no farther, although that court also upheld and relied upon the statute, whether, in our opinion, its views were right or wrong. It will have been noticed that under the answer there was only a very narrow issue of fact possible, although there was one. There was an issue as to whether the delivery to the compress company was not a delivery to it as agent for the holders of the bills of lading. If that was as the defendant alleged, it might be that the contract was fulfilled and the defendant discharged, unless the statute made a change. But, on the evidence, there was hardly room for argument or doubt. There was no real question that the cotton was handed over at once, and not in the exercise of the stipulated right after twenty-four hours, that no directions about delivery were given to the compress company, and that the persong handling the cotton at El Dorado thought that it belonged to the Alphin & Lake Cotton Company, or acted as if it did. Both sides asked the judge to direct a verdict, and evidently regarded the questions as mainly questions of law. While it may be that the judge would not have felt technically justified in directing the jury to find for the plaintiff, but for his views on the effect of the statute, the supreme court seems to have thought the facts indisputable, and stated them categorically with no hint of hesitation or doubt. WABASH RAILROAD COMPANY. Foreign administrator-right to object to Federal jurisdiction. 1. A foreign administrator who has brought an action in Illinois to recover for the negligent killing of his intestate is not precluded from filing a plea to the jurisdiction of the Federal circuit court, to which the action has been removed, by the proviso to Hurd's (Ill.) Rev. Stat. 1905, chap. 3, § 18, that no nonresident shall be appointed or act as administrator. Removal of causes — citizenship of corporation. [No. 57.] ber 2, 1907. -N ERROR to the Circuit Court of the 2. A corporation organized and existing under and by virtue of the laws of several states, including the one in which suit against it is brought, must be regarded as a citizen of the latter state for the purpose of determining its right to remove the cause to a Federal circuit court,-especialWhether the supreme court was warrant-ly where the Constitution and laws of ed in assuming the facts to be as it set that state require that a majority of the them forth is no concern of ours. The im- directors shall be residents, and that the portant thing is that it was at pains to corporation shall keep a general office in the state. state them, and that it can have had no purpose in doing so other than to establish a liability under the contract at common law. If the statute imposed liability for Argued November 15, 1907. Decided Decemdelivery without a surrender of the bills of lading, whether the contract was performed or not, there was no need to go into these details. It is true that the court refers to and upholds the statute, but it does so after stating the duties and liabilities of the carrier at common law, and says more than once that the relevant enactment is for the enforcement of duties already existing; that is, it would seem, that it is only declaratory so far as this case is concerned. The court treats the contract itself as requiring a delivery to shipper's order, and only upon a production of the bills of lading properly indorsed. Its concluding words are, "under the contract, as shown by the bills of lading, it was relieved of liability on account of the storage, but not of the failure to deliver according to law." Whether the analysis of the contract was correct or not, and whether or not there were other grounds of common law of Illinois to review a judgment for defend- The facts are stated in the opinion. ror. Messrs. Frederic D. McKenney and Wells H. Blodgett for defendant in error. *Mr. Justice Holmes delivered the opinion of the court: This was an action brought by the plaintiff in error to recover for the death of his intestate in a collision upon the defendant's railroad in Illinois. The action was begun Ed. Note.-For cases in point, see vol. 42, Cent. Dig. Removal of Causes, 8 64%. 2 · •281 in a court of the state and the defendant | ing more than that, if he had given the have signed one saying what it said. The If we were to consider the amendment it would amount to this: The plaintiff pleaded to the jurisdiction of the court as a court of the United States, and stood upon his plea. The judge, however, laid down a proposition of law on which he denied the right of the plaintiff to plead to the jurisdiction, and thereupon took jurisdiction so far as to give judgment for costs. By the analogies of the action of this court in other cases, we should decide for ourselves the preliminary as well as the final question of law, in order to decide whether the circuit court, as a court of the United States, had the right to give any judgment, even for costs. If the preliminary question should be considered, it would seem that the judge below was wrong in taking the proviso in the Illinois statute (Laws of 1905, p. 2; Hurd's Rev. Stat. 1905, chap. 3, § 18, pp. 107, 108), "that no nonresident The defendant, after having pleaded the general issue to the action, demurred to the plaintiff's plea. Upon a hearing the demurrer was sustained, and the plaintiff electing to stand by his plea, a judgment was entered that the defendant recover its costs. The plaintiff prayed a writ of error, and the judge *certified that the judgment was based solely on the ground that the controversy was one between citizens of different states, that in his opinion the record showed that the defendant was not a citizen of or resident in Illinois, that no other ground of jurisdiction appeared, and that jurisdiction was retained only for the reasons stated. A few days later, but after the writ of error had been taken out and filed, and after a new term of the circuit court had begun, the judge undertook to amend the certificate on the ground that it had been signed inadvertently, under a mistake as to its nature and contents, and to certify instead that the question of jurisdic- | of this state shall be appointed or act as tion was not passed upon, but that the ground of the decision was that the plaintiff, being a citizen of Ohio, and therefore presumed not to be a resident of Illinois, was forbidden by the statutes of Illinois to act as administrator, and therefore had no standing to maintain the action or file the plea. administrator or executor," as opening the appointment of a citizen of Ohio to this kind of collateral attack. See Simmons v. Saul, 138 U. S. 439, 34 L. ed. 1054, 11 Sup. Ct. Rep. 369; Salomon v. People, 191 Ill. 290, 294, 61 N. E. 83. It is not reasonable to interpret it as making such a severance between the appointment, and the It is obvious that the mistake alleged by power to act which is a consequence of the the new certificate was not clerical. The appointment, as to leave the former unimjudge did not write one thing when he peachable in these proceedings, but its efmeant to write another, and no inferior fect open to dispute. The words "or act" officer made a record not corresponding to may have reference more especially to exthe action of the court. We cannot read ecutors, and may be a reminiscence of the the words "under a mistake as to the na- ancient law, by which they derived their ture and contents thereof," as meaning that powers from the will,-a notion that has the judge did not know that he was sign- died hard. At all events presumably they ing a certificate for this court, or as signify-offer an alternative to "shall be appointed," 28 S. C.-6. and refer to action without appointment in | tion which arose in Ohio is a question that Illinois; for instance, action by an admin- may be left on one side, as also may be the istrator appointed elsewhere, not to action after appointment when one is made. As we read them with our present light, at least, we deem them insufficient to prevent the plaintiff from insisting upon his right to keep out of the United States court. decisions in cases where a corporation originally created in one state afterwards be comes compulsorily a corporation of another state for some purposes in order to extend its powers. Southern R. Co. v. Allison, 190 U. S. 326, 47 L. ed. 1078, 23 Sup. Ct. Rep. 713; St. Louis & S. F. R. Co. v. James, 161 U. S. 545, 40 L. ed. 802, 16 Sup. Ct. Rep. 621. In the case at bar the incorporations must be taken to have been substantially simultaneous and free. See Memphis & C. R. Co. v. Alabama, supra. If any distinction were to be made it hardly could be adverse to the jurisdiction of Illi nois, in view of the requirements of its of the directors should be residents of Illinois, and that the corporation should keep a general office in that state. We are of opinion that the defendant must be regarded in this suit as a citizen of Illinois, and therefore as having had no right to remove. It follows that the cause should be remanded to the state court. Judgment reversed. Suit to be remanded to the state court. (207 U. S. 258) BANK OF KENTUCKY, National Bank of V. COMMONWEALTH OF KENTUCKY. We proceed, then, to deal with the merits of the plea. The original certificate declares that the record shows that the defendant is not a citizen of or resident in the state of Illinois. If this be correct, it maintains the right to remove, so far as it goes. The right is given in cases of this sort to defendants "being nonresidents of that state;" that is, of the state in which the suit is brought. Act of Aug. 13, 1888, | Constitution and statutes, that a majority chap. 866, 25 Stat. at L. 433, 434, U. S. Comp. Stat. 1901, p. 508. If the defendant is to be regarded as a citizen of Illinois, the right to remove did not exist. Martin v. Snyder, 148 U. S. 663, 37 L. ed. 602, 13 Sup. Ct. Rep. 706. It was for this reason, no doubt, that the petition for removal alleged that the defendant was a citizen of Ohio, and that the certificate declared that it was not a citizen of Illinois. But the plea averred that it was organized and existed under the laws of that state as well as of the others named. It is true, however, that it did not and could not traverse the averment of the petition, considered as an averment of fact, and it was demurred to specially on that ground. Therefore the question is raised how a corporation or corporations thus organized shall be regarded for the purposes of a suit like this. No nice speculation as to whether the corporation is one or many, and no details as to the particulars of the consolidation, are needed for an answer. The defendant exists in Illinois by virtue of the laws of Illinois. It is alleged to have incurred a liability under the laws of the same state, and is sued in that state. It cannot escape the jurisdiction by the fact that it is incorporated elsewhere. The assent of the state to such incorporation elsewhere, supposing it to have been given,-a matter upon which we express no opinion, cannot be presumed to have intended or to import such a change. This seems to be the opinion of the supreme court of Illinois, as it certainly has been shown to be that of this court. Chicago & N. W. R. Co. v. 2. Contract obligations created by a state Whitton, 13 Wall. 270, 20 L. ed. 571; Mul- statute exempting a bank from any other ler v. Dows, 94 U. S. 444, 24 L. ed. 207; taxes than those therein prescribed are not Memphis & C. R. Co. v. Alabama, 107 U. S. impaired by a subsequent statute changing 581, 27 L. ed. 518, 2 Sup. Ct. Rep. 432; property for assessment, the effect of which the day when the bank is to report its Quincy R. Bridge Co. v. Adams County, 88 is to impress a lien on its property which Ill. 615; Winn v. Wabash R. Co. 118 Fed. continues, notwithstanding the repeal of its 55. What would be the law in case of a charter before liability under the former suit brought in Illinois upon a cause of ac- statute attached, and the transfer of its Judgment-res judicata. 1. A decree of a Federal court, enjoining a state board of valuation and assessment from assessing bank stock for taxation, which proceeds solely upon the ground that such board is the agent of the local municipalities, and is therefore bound by the prior injunction decree obtained against a county in a suit to which the board was not a party, cannot conclude another county, on any theory of the dependence of the power of the county to collect taxes upon the valuation and apportionment made by the board, especially where the state courts do not adopt this theory of the relation of the board of valuation to the counties and other municipalities of the state. Constitutional law-impairing contract obligations. 2 ⚫262 261 assets to another bank, organized for the | ter before liability under the Hewitt Low purpose of taking them over. attached. [No. 87.] 1. By its original charter the Bank of Kentucky was required to pay 25 cents on each share of its stock in lieu of all other Argued October 23, 1907. Decided Decem- taxation. By an exercise of a power reber 2, 1907. served the legislature increased this to 50 cents. By the Hewitt law it was provided IN ERROR to the Court of Appeals of that the banks in the commonwealth should I the State of Kentucky to review a judge pay to the state 75 cents on each share ment which affirmed a judgment of the Jefferson Circuit Court, in that state, which had in turn affirmed a judgment of the Jefferson County Court, directing an assessment for taxation of the assets of a bank. Affirmed. See same case below, 29 Ky. L. Rep. 643, 94 S. W. 620. The facts are stated in the opinion. Mr. Alexander Pope Humphrey for plaintiffs in error. Messrs. Henry Lane Stone, Samuel B. Kirby, and Robert W. Bingham for defendant in error. *Mr. Justice McKenna delivered the opinion of the court: This case involves the liability of plaintiffs in error, Bank of Kentucky and National Bank of Kentucky, to be assessed for certain back taxes under the revenue law of the state of *Kentucky. That law makes it the duty of "auditor's agent to cause to be listed for taxation all property omitted or any portion of property omitted by the assessor, board of supervisors, board of valuation and assessment, or railroad commission, for any year or years." Ky. Stat. Carroll's Compilation, 1903, § 4241. In pursuance of other provisions of the section this suit was brought. There is no dispute about the facts. The Bank of Kentucky was chartered by the legislature of Kentucky in 1834. Its charter was subsequently twice extended, but was repealed by an act approved March 22, 1900. On May 1st, 1900, the National Bank of Kentucky was organized and took over its assets. on the In of their capital stock outstanding, and the ordinary rate of state taxation amount of its profits, less 10 per cent thereof. The tax was to be in lieu of all local taxation, except upon the real estate occupied by the bank for the purpose of its business. It was provided that banks or ganized prior to its passage might accept the terms of the law. If they failed to do so they were to be taxed as other corporations were taxed, and also should be subject to local taxation. The Bank of Kentucky accepted the terms and paid the taxes required. In 1891 Kentucky adopted a new Constitution, which provided that all property of individuals and corporations should be taxed according to its value. 1892, to enforce the provision of the Constitution, the legislature passed a general revenue bill. Under the terms of the bill, banks, as well as other corporations, are subject to taxation, and it is provided that their property at its fair cash value “shall be assessed and valued as of the 15th of September in the year listed, and the person owning or possessing the same on that day shall list it with the assessor, and remain bound for the tax, notwithstanding he may have sold or parted with the same.' Corporations are also required to pay a tax on their franchise to the state and to the locality where the franchise is exercised, to be levied by a board denominated the "board of valuation and assessment," constituted of the auditor, treasurer, and secretary. It is the duty of the board to determine the apportionment of the tax where more than one jurisdiction is entitled to a share of the tax, and fix the place of its payment. The auditor is chairman of the board, and it is made his duty, at the expiration of thirty days after the final determination of such values, to certify to the county clerks the amount liable for local tax, who in turn certifies it to the local tax officer. The purpose of the suit is to subject these assets to assessment for taxes for Jefferson county for the years 1898, 1899, and 18991900, and for the state for the year 18991900. Against the assessment for county taxes plaintiffs in error pleaded a judgment | of the circuit court of the United States, which, it is contended, established that it The judgment relied on as res judicata had been adjudged that the Bank of Ken- was entered in a suit brought by the Bank tucky was only taxable under a law of the of Kentucky in the circuit court of the state, called the Hewitt law, and that such United States for the district of Kentucky, law constituted an inviolable contract be- wherein it impleaded Samuel H. Stone as tween the bank and the state. And against the auditor of public accounts of the state the state taxes it was urged that the bank of Kentucky, Charles Fenley as the secrehad ceased to exist by the repeal of its char-tary of state, and George W. Long as the |