§ 66. Same-A Solution suggested. Mr. Jacobs has pointed out some strong objections to the English view of the reverter of the original domicil,' and the English judges have denounced the American rule as entirely irrational.2 Indeed objection, more or less pronounced, may be taken to all the theories mentioned in the preceding section.

There is another theory, not specifically adverted to by the authorities, which is submitted as being logical and at the same time going far to reconcile the conflicting views, lying as it does between the extremes.

A distinction should be taken between those cases where the party's ties to the original domicil may be presumed to be close and those where they are of a slight character: between those cases where the party owes allegiance to, and is a citizen of, the country of his origin, whither his thoughts would naturally turn, and those cases where he has either never owed such allegiance to that country or else has thrown it off by naturalization elsewhere.

8

It is manifest that an Englishman, born in England of parents domiciled there, who lives there until he is twenty-one, but who subsequently changes his domicil to Holland, would regard himself, if he should abandon his Dutch domicil, still an Englishman, and his home as in England until he selects another (though he does not return thither). In such case, it is plainly reasonable that the law should not compel him to retain his Dutch domicil and be governed in many respects by its laws, after he has deliberately abandoned it. On the contrary, it would be natural and just to infer that he intends to resume his English domicil of origin in the interim, though he does not actually return to England and does not intend to do so. The question is not whether he intends to live in England, but whether he intends to place himself in the same position he would have occupied if he had acquired no domicil of choice.

1 Jac. Dom. § 199.

2 Udny v. Udny, L. R. 1 Sc. App. 441.

This is the case suggested by Lord Westbury in Udny v. Udny, L. R. 1 Sc. App. 441.

4 This case is adduced in Udny v. Udny, supra, against the retention theory.

Now let us suppose the same Englishman to be born of English parents, domiciled at the time of his birth in America, who shortly afterwards return to England to live, and there bring up their son, the other circumstances remaining the same." He has no ties of allegiance or connection with America. There is no logical reason here to suppose that, having abandoned his Dutch domicil as before, he would look upon America, his accidental domicil of origin, as his home, rather than England."

Or if his domicil of origin be English, but he (or his parents for him), having in childhood or after maturity deliberately severed the ties of allegiance that bind him to that country, becomes a naturalized citizen of the United States, and then (as before) acquires and abandons his Dutch domicil, why should the law presume that he regards England as his home, whose allegiance he has cast off, rather than America, whose citizen he is? In such case, England certainly has the least claim of any of the States concerned.

The true theory (if we do not accept citizenship in all such cases as the true basis"), it is submitted, is that, upon an abandonment of a foreign domicil, none being actually acquired elsewhere, the original domicil is resumed, if it be the State whereof the party is a citizen (whether native or naturalized), for the law may justly presume him when homeless to look upon that country as his home. But if he were never a citizen of the country wherein is his domicil of origin, or if he has since become a naturalized citizen of another, the reason ceases for this exception to the general rules regulating the acquisition of domicil, and the doctrine of the retention of the domicil, until a new one is acquired facto et animo, will apply.

This is in accord with the great mass of American authority, which, as we have seen, pays little heed to the English principle

5 This is in substance the case supposed by Mr. Jacobs to illustrate the irrational character of the English doctrine of reverter of original domicil. See Jac. Dom. § 199.

• See Douglas v. Douglas, L. R. 12 Eq. 617, 643.

The most reasonable doctrine is to adopt citizenship in this instance as the criterion of domicil, under all circumstances, but as yet none of the authorities have gone so far.

of the reverter of the original domicil. For with us, a citizen of the United States, no matter where his domicil of origin, is a citizen of the State wherein he resides (or is domiciled). Hence, upon the principle above mentioned, a citizen of the United States, whose original domicilis in one State, who acquires a domicil of choice in another, which he subsequently abandons (acquiring no new domicil elsewhere) should not resume his domicil of origin in the interim, but should retain his last domicil until he actually acquites another facto et animo. For, when he abandons the State of his original domicil and becomes domiciled in another State of the Union, he ipso facto abandons his citizenship of the first State also, and there is no ground upon which to base a presumption of the reverter of the original domicil. The case is thus seen to be similar to that, above adverted to, of the Englishman who abandons his Dutch domicil of choice, after becoming a naturalized American citizen.'

In Udny v. Udny, 10 Lord Westbury criticises a doctrine nearly approaching this laid down in First Nat. Bank v. Balcom," declaring that to so hold "is to confound the political and civil states of an individual, and to destroy the difference between patria and domicilium."

U. S. Const. Amendment XIV.

9 It is worthy of remark that some of the American courts seem to have taken this view. First Nat. Bank v. Balcom, 35 Conn. 351; Steer's Succession, 47 La. Ann. 1551, 18 So. 503, 504; In re Rice, 42 Mich. 528, 4 N. W. 284. But see dictum in Allen v. Thomason, 11 Humph. (Tenn.) 536, 54 Am. Dec. 55, 57, quoting Story, Confl. L. § 47. Story's view, it is believed, is not far removed from that above given. He says (§ 48): "A national character acquired in a foreign country by residence changes when the party has left the country animo non revertendi, and is on his return to the country where he had his antecedent domicil. And especially if he be in itinere to his native country with that intent, his native domicil revives while he is yet in transitu, for the native domicil easily reverts. The moment a foreign domicil is abandoned, the native domicil is reacquired."

10 L. R. 1 Sc. App. 441, 460.

11 35 Conn. 351. In that case the court uses the following language, which was the subject of Lord Westbury's animadversion: "The principle that a native domicil easily reverts applies only to cases where a native citizen of one country goes to reside in a foreign country, and there acquires a domicil by residence without renouncing his original allegiance. In such cases his

With all the deference due to such eminent authority, it is submitted that to advert to citizenship as a means of determining the probable intention and wishes of the party is not to confound citizenship with domicil, but, on the contrary, to recognize them as distinct, and from the natural influence of nationality or citizenship to deduce the probable intention to resume the domicil of origin or not to resume it.

There are other instances in which the probability of an intention or a desire to consider a particular country as one's permanent home supplies a rule whereby to ascertain the constructive domicil, as in the case of infants and married women.

And the effect of a probability of one's desire to resign his domicil of origin on account of citizenship in another country is expressly recognized in several cases as entitled to great weight.12

There seems therefore to be no valid reason why the probability of one's desire to resume his domicil of origin, upon the abandonment of a domicil of choice, should not in like manner be inferred from his citizenship in the former country. And on the other hand, in the absence of the probability of such desire, there is no reason to imply it.

§ 67. Situs (or Domicil) of Corporations. There is, strictly speaking, no such thing as the "domicil" of a corporation, for it can have no permanent home in the ordinary and usual meaning of the term. But a corporation, like every other thing, act, or circumstance known to the law, may and must have a situs.

The situs of a corporation, like that of a natural person,

...

native domicil reverts as soon as he begins to execute an intention of returning; that is, from the time he puts himself in motion bona fide to quit the country sine animo revertendi, because the foreign domicil was merely adventitious and de facto, and prevails only while actual and complete. . . This principle has reference to a national domicil in its enlarged sense, and grows out of native allegiance or citizenship. It has no application when the question is between a native an uired domicil, where both are under the same P.I national jurisdiction."

12 Sharpe v. Crispin, L. R. 1 P. & D. 611, 621; Douglas v. Douglas, L. R. 12 Eq. 617, 643; Otis v. Boston, 12 Cush. (Mass.) 44; Greene v. Greene, 11 Pick. (Mass.) 409, 415.

may be either actual or legal. It is the legal situs with which we now have to do, which is generally styled, inaccurately, the domicil of the corporation. It is not such, however, in the full sense of the term, and hence the rules for ascertaining the so-called domicil of a corporation, though in large measure analogous to those by which the natural person's domicil is determined, are by no means identical with them.

The general rule is well settled that a corporation is "domiciled" or has its legal situs in the State where it is incorporated, not where its stockholders reside.1 And it does not change its domicil by merely doing business elsewhere. Its actual situs (through its agents) may be in the latter place, but its legal situs is unchanged."

But if a corporation is chartered in several States successively, as sometimes in the case of railroad companies, it becomes a citizen of each of those States, and thus may, unlike an individual, have several domicils at the same time."

1 B. & O. R. R. Co. v. Glenn, 28 Md. 287, 92 Am. Dec. 688; Boehme v. Rall, 51 N. J. Eq. 574, 26 Atl. 832; Chafee v. Bank, 71 Me. 514, 36 Am. Rep. 345, 351; Chamberlain v. Chamberlain, 43 N. Y. 424, 432; Bank of Augusta v. Earle, 13 Pet. 520, 586, 587; B. & O. R. R. Co. v. Koontz, 104 U. S. 10, 11; Douglas v. Ins. Co., 138 N. Y. 209, 33 N. E. 938; Boston Investment Co. v. Boston, 158 Mass. 461; Railroad Co. v. Barnhill, 91 Tenn. 395, 19 S. W. 21; Memphis, etc. R. Co. v. Alabama, 107 U. S. 581.

2 Faulkner v. Hyman, 142 Mass. 53, 55; Chamberlain v. Chamberlain, 43 N. Y. 424, 432; Chafee v. Bank, 71 Me. 514, 36 Am. Rep. 345, 351; Bank of Augusta v. Earle, 13 Pet. 520, 586.

3 See Whart. Confl. L. § 48 a; B. & O. R. R. Co. v. Glenn, 28 Md. 287,

92 Am. Dec. 688.

uses