# Marshall v. Baltimore and Ohio Railroad Company/Dissent Campbell

* Court Documents
* Case Syllabus
* Opinion of the Court
* Dissenting Opinions Daniel Campbell
United States Supreme Court
57 U.S. 314
Marshall v. Baltimore and Ohio Railroad Company
Mr. Justice CAMPBELL.
I dissent from that portion of the opinion of the court which affirms the jurisdiction of the Circuit Court in this case. The question involves a construction of a clause in the Constitution, and arises under circumstances which make it proper that I should record the reasons for the dissent.
The conditions under which corporations might be parties to suits in the courts of the United States engaged the attention of this court not long after its organization. At the session of the court, in 1809, three cases exhibited questions of jurisdiction in regard to them, under three distinct aspects. The Bank of the United States v. Deveaux, was the case of a corporation plaintiff, whose corporators were described as citizens of Pennsylvania suing a citizen of Georgia in the Federal Court of that State. The case of Wood v. Maryland Insurance Company, was that of a corporation defendant, whose corporators were properly described, sued in the State of its charter. And the case of Hope Insurance Company v. Boardman, was that of a 'legally incorporated body,' sued in the State from which it derived its charter, and was 'legally established,' but of whose corporators there was no description, 5 Cranch, 57, 61, 78.
The cases were argued together by counsel of eminent ability, with preparation and care, and were decided by the court with much deliberation and solemnity. Chief Justice Marshall declared the opinion of the court to be 'that the invisible, intangible, and artificial being, the mere legal entity, a corporation aggregate, is certainly not a citizen, and consequently cannot sue or be sued in the courts of the United States unless the rights of the members in this respect can be exercised in the corporate name.' As it appeared in the two cases first mentioned that the corporators might sue and be sued in the courts of the United States under the circumstances of the cases, the court on those cases treated them 'as a company of individuals who, in transacting their joint concerns, had used a legal name,' and for the reason 'that the right of a corporation to litigate depended upon the character (as to citizenship) of the members which compose it, and that a body corporate cannot be a citizen within the meaning of the Constitution. The judgment in the last case was reversed for want of jurisdiction.'
In Sullivan v. Fulton Steamboat Company, 6 Wheat. 450, the defendant was described as a body corporate, incorporated by the Legislature of the State of New York, for the purpose of navigating, by steamboats, the waters of East River or Long Island Sound, in that State.' This corporation was sued in New York. Upon appeal, this court determined that the Circuit Court had no jurisdiction of the defendant. In Breithaupt v. The Bank of Georgia, that corporation was sued in that State, but this court certified 'that as the bill did not aver that the corporators of the Bank of Georgia are citizens of the State of Georgia, the Circuit Court had no jurisdiction of the case.' In the Vicksburg Bank v. Slocomb, 14 Pet. 60, a corporation was sued by a citizen of a different State, in the State of its charter, but it appearing by plea, that two of its corporators were citizens of the same State as the plaintiff, this court declined jurisdiction for the federal tribunals. This was in accordance with the circuit decisions, 4 Wash. C. C. 597; 3 Summ. 472; 1 Paine; and their doctrine was repeated in Irvine v. Lowrey, 14 Pet. 293. Such was the condition of the precedents in this court when, in 1844, the case of Louisville Railroad Company v. Letson, 2 How. 497, arose. The case was one of a New York plaintiff suing a South Carolina corporation, in that State, and describing its corporators as citizens. It appeared by plea, among other things, not material to the present discussion, 'that two of the corporators were citizens of North Carolina.'
In similar pleas, before this, it had appeared that the corporators belonged to the State of the adverse party, and consequently were within the exclusion of the eleventh section of the Judiciary Act of 1789. In the present case the plaintiff was a citizen from a different State from these corporators. The court notices this fact as a peculiarity. 'The point,' they say, 'has never before been under the consideration of this court. We are not aware that it ever occurred in either of the circuits until it was made in this case. It has not then been directly ruled in any case.' The court proceeded then to decide that there was jurisdiction under the Constitution, for the parties were citizens of different States, and that the Judiciary Act did not exclude it. Thus was this point in the plea disposed of, upon grounds which unsettled none of the cases before cited. The court avows this, and says, 'that the case might be safely put upon these reasonings,' conducted 'in deference to the doctrines of former cases.' It then proceeds, 'but there is a broader ground, upon which we desire to be understood upon which we altogether rest our present judgment, although it might be maintained upon the narrower ground already suggested. It is, that a corporation created by and doing business in a particular State, is to be deemed, to all intents and purposes, as a person, although an artificial person, an inhabitant of the same State, for the purposes of its incorporation, capable of being treated as a citizen of that State, as much as a natural person.'
Since the decision of Letson's case, there have been cases of corporations, suing in the federal courts beyond the State of their location, and suing and being sued in the State of their location, in which this question might have been considered in this court. But there was no argument at the bar, and no notice of it in the opinion of the court. In one of these, one of the six judges who assisted in the decision of Letson's case expressed strongly a disapprobation of its doctrine, while another limited the conclusions of the court to the decision of the case then before it. Rundle v. Delaware Canal Company, 14 How. 80.
The case of the Indiana Railroad Company v. Michigan Railroad Company, 15 How. 233 presented the question now before us, and at that time I was favorable to its re examination; but this was expressly waived by the court, and the case decided upon another question of jurisdiction.
In the case of the Methodist Church, there was but one corporation before the court as a party. The two corporators who composed that were defendants in their corporate, as well as individual capacity. The citizenship of all the parties to the record was legally declared; and the parties to the record legally represented, all the interests of the voluntary association at issue. In reference to jurisdiction, Justice Washington says, 'the cases of a voluntary association, trustees, executors, partners, legatees, distributees, parishioners, and the like, are totally dissimilar to a corporation, and this dissimilarity arises from the peculiar character of a corporation, (4 Wash. C. C. R. 595,) and this is clear by the decisions of this court. 4 Cranch, 306; 8 Wheat. 642.
I have been thus specific in the statement of the precedents in the court, that it may appear that this dissent involves no attempt to innovate upon the doctrines of the court, but the contrary, to maintain those sustained by time and authority in all their integrity.
The declaration before us describes the defendant 'as a body corporate by act of the General Assembly of Maryland,' and corresponds therefore with the cases cited from 5 Cranch, 57; 6 Wheat. 450; 1 Pet. 238; and in those cases jurisdiction was first questioned and disclaimed in this court. These cases were not cited in Letson's case, and are decisive of this.
If we search the record for facts to sustain the jurisdiction, we can collect that the defendant has been recognized as a body corporate by the Legislature of Virginia, is commorant, and transacts business there by its authority, has for its corporators citizens and a city of that State, and that the plaintiff is also a citizen of Virginia. If these facts are considered with reference to the question of jurisdiction, all the cases decided by this court on this subject have principles which would exclude it. Even Letson's case prescribes, that the corporation should carry on its business in the State of its charter, and that case hardly contemplated an estoppel, such as is described in the opinion of the court.
I am compelled to consider this case as uncontrolled by the declaration of doctrine in Letson's case; nor do I consider the cases in which the decision of the question has been waived as obligatory. I cannot look for the conclusions of this court or any of its members, except from the public, authorized and responsible opinions delivered here in cases legitimately calling for them. For this conclusion I have the sanction of the highest authority. Chief Justice Marshall, replying to the argument that corporations under no circumstances, and by no averment, could be a party to a suit in the courts of the United States, says 'repeatedly has this court decided cases between a corpotion and an individual without feeling a doubt of its jurisdiction,' and adds, 'those decisions are not cited as authority, for they were made without a consideration of the particular point.'
The inquiry now presented is, shall I concur in a judgment which removes the ancient landmarks of the court, in reference to its jurisdiction, and which it established with care and solemnity, and maintained for so long a period with consistency and circumspection? I am compelled to reply in the negative.
A corporation is not a citizen. It may be an artificial person, a moral person, a juridical person, a legal entity, a faculty, an intangible, invisible being; but Chief Justice Marshall employed no metaphysical refinement, nor subtlety, nor sophism, but spoke the common sense, 'the universal understanding,' as he calls it, of the people, when he declared the unanimous judgment of this court, 'that it certainly is not a citizen.'
Nor were corporations within the contemplation of the framers of the Constitution when they delegated a jurisdiction over controversies between the citizens of different States. The citation by the court from the Federalist, proves this. It is said by the writers of that work, 'that it may be esteemed as the basis of union that the citizens of each State shall be entitled to all the immunities and privileges of citizens of the several States.' And if it be a just principle that every government ought to possess the means of executing its own provisions, by its own authority, it will follow that, in order to the inviolable maintenance of that equality of immunities and privileges to which citizens of the Union will be entitled, the national judiciary ought to preside in all cases in which one State or its citizens are opposed to another State or its citizens.' Thus to administer the rights and privileges of citizens of the different States, held under a constitutional guaranty, when brought into collision or controversy-rights and immunities derived from the constitutional compact, and forming one of its fundamental conditions, was the object of this jurisdiction. The commonplace, that it resulted as a concession to the possible fears and apprehensions of suitors, that justice might not be impartially administered in State jurisdiction, soothing as it is to the official sensibilities of the federal courts, furnishes no satisfactory explanation of it.
Hence the interpretation of that instrument which transferred to the artificial persons created by State legislation, the rights or privileges of the corporations, derived from the Constitution of the United States, as citizens of the Union, and held independently and without any relation to their rights as corporators-was, to say no more, a broad and liberal interpretation. Nor did the court in Deveaux's case affect the least self-denial or diffidence in making the bounds of its power. It declared that 'the duties of the court, to exercise a jurisdiction where it is conferred, and not to usurp it where it is not conferred, are of equal obligation,' and in this spirit rejected a jurisdiction over a case exactly like the present.
The doctrine of the court in Earle's case, 13 Peters, 519, and Runyan's case, 14 Peters, 122, to the result that corporations have no extraterritorial rights, but that the legal exercise of their faculties, extraterritorially, was the effect of a rule of comity among the States, dependent upon their policy and convenience, and revocable at their pleasure, was in harmony with these judgments of the court, and the constitutional principles I have stated. The administration of the rules of domestic policy adopted by the several States, in reference to these artificial creatures of a domestic legislation, belonged to State jurisdictions, and were ascertainable from its laws and judicial interpretations. But when, from the later case of Letson, it was supposed that these legal entities had a status which admitted them to the federal tribunals by a constitutional recognition, the inquiry at once arose, for what purpose was this privilege held? The interdependence between the sections of the Constitution which defined the privileges and immunities of citizens of the Union, and the jurisdiction of the federal courts in controversies between citizens of the States, was known and felt. It was argued that the capacity to sue was only a consequent of the right to contract, to hold property, and to perform civil acts. They commenced, therefore, an agitation of the State courts for their rights as 'citizens of the Union.' The Supreme Court of Kentucky, (12 B. Mon. 212,) repelling these pretensions and exposing their perilous character, thus refers to Letson's case, which had been relied on for their support: 'There are some expressions in that opinion which indicate that corporations may be regarded as citizens to all intents and purposes. But in saying this, the court went far beyond the question before them, and to which it may be assumed that their attention was particularly directed.' So, too, in New Jersey, 3 Zabris. 429, it was argued that the existence of the extraterritorial rights of corporations 'is not now a question of comity in the United States, but a constitutional principle incapable of being altered by State legislation.' And opinions from jurists of pre eminence in Massachusetts and New York were laid before the court to sustain the argument founded upon the relaxing doctrines of this court.
Thus the introduction of new subjects of doubt, contest, and contradiction, is the fruit of abandoning the constitutional landmarks.
Nor can we tell when the mischief will end. It may be safely assumed that no offering could be made to the wealthy, powerful, and ambitious corporations of the populous and commercial States of the Union so valuable, and none which would so serve to enlarge the influence of those States, as the adoption, to its full import, of the conclusion, 'that to all intents and purposes, for the objects of their incorporation, these artificial persons are capable of being treated as a citizen as much as a natural person.'
The Supreme Court of Kentucky says, truly, 'The apparent reciprocity of the power would prove to be a delusion. The competition for extraterritorial advantages would but aggrandize the stronger to the disparagement of the weaker States. Resistance and retaliation would lead to conflict and confusion, and the weaker States must either submit to have their policy controlled, their business monopolized, their domestic institutions reduced to insignificance, or the peace and harmony of the States broken up and destroyed.' To this consummation this judgment of the court is deemed to be a progress. The word 'citizen,' in American constitutions, state and federal, had a clear, distinct, and recognized meaning, understood by the common sense, and interpreted accordingly by this court through a series of adjudications.
The court has contradicted that interpretation, and applied to it rules of construction which will undermine every limitation in the Constitution, if universally adopted. A single instance of the kind awakens apprehension, for it is regarded as a link in a chain of repetitions.
The litigation before this court, during this term, suffices to disclose the complication, difficulty, and danger of the controversies that must arise before these anomalous institutions shall have attained their legitimate place in the body politic. Their revenues and establishments mock at the frugal and stinted conditions of State administration; their pretensions and demands are sovereign, admitting impatiently interference by State legislative authority. And from the present case we learn that disdainful of 'the careless arbiters' of State interests, they are ready 'to hover about them' in 'efficient and vigilant activity,' to make of them a prey; and, to accomplish this, to employ corrupting and polluting appliances.
I am not willing to strengthen or to enlarge the connections between the courts of the United States and these litigants. I can consent to overturn none of the precedents or principles of this court to bring them within their control or influence. I consider that the maintenance of the Constitution, unimpaired and unaltered, a greater good than could possibly be effected by the extension of the jurisdiction of this court, to embrace any class either of cases or of persons.
Mr. Justice Catron authorizes me to say that he concurs in the conclusions of this opinion.
Our opinion is, that the judgment of the Circuit Court should be affirmed for the want of jurisdiction.
This work is in the public domain in the United States because it is a work of the United States federal government (see 17 U.S.C. 105).
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