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of diverse citizenship, and that diverse citi- į citizenship was an error, and that a corzenship is alleged and admitted, the judg-rect statement would have disclosed a lack ment or decree which is entered is conclusive, of jurisdiction. and cannot be upset by either of them in any other tribunal on the mere ground that there was in fact no diverse citizenship. Skillern v. May, 6 Cranch, 267, 3 L. ed. 220; M'Cormick v. Sullivant, 10 Wheat. 192, 6 L. ed. 300; Hancock v. Holbrook, 119 U. S. 586, 30 L. ed. 538, 7 Sup. Ct. Rep. 341. In Des Moines Nav. & R. Co. v. Iowa Homestead Co. 123 U. S. 552, 557, 31 L. ed. 202, 204, 8 Sup. Ct. Rep. 217, 219, we said:
"It was settled by this court, at a very early day, that, although the judgments and decrees of the circuit courts might be erroneous, if the records failed to show the facts on which the jurisdiction of the court rested, such as that the plaintiffs were citizens of different states from the defendants, yet that they were not nullities, and would bind the parties until reversed or otherwise set aside."
In Dowell v. Applegate, 152 U. S. 327, 38 L. ed. 463, 14 Sup. Ct. Rep. 611, the validity of a decree rendered by a Federal court was challenged on the ground of a want of jurisdiction. In the opinion the question was thus stated (p. 337, L. ed. p. 467, Sup. Ct. Rep. p. 615):
"If the Federal court erred in assuming or retaining jurisdiction of Dowell's suit,a question not necessary to be examined, would it follow that its final decree, being unmodified and unreversed, can be treated as a nullity when assailed collaterally by one who was a party to the suit in which it was rendered?"
And after quotations from several authorities the conclusion was reached (p. 340, L. ed. p. 468, Sup. Ct. Rep. p. 616):
"This disposes of the first objection urged against the decree in the Federal court under which Dowell purchased. That decree cannot be treated, in this suit, as void for want of jurisdiction."
As appears from the record, the Huguley Manufacturing Company was the owner of the equity of redemption at the time the foreclosure suit was instituted. It, therefore, was unnecessary to make the original grantor in the trust deed a party to the litigation. All that could be accomplished by its presence would be a decree putting at an end all question of its interest, and, possibly, if a sale did not pay the debt, a judgment over for the deficiency. But neither of these results would affect the jurisdiction of the court, so far as the owner of the equity of redemption is concerned, or impede the transfer of the title by foreclosure and sale to the purchaser.
Under the averments of the ancillary bill and answer it must be accepted that there were two corporations under the same name, --the Alabama & Georgia Manufacturing Company,-one chartered in Alabama, and the other in Georgia. It is doubtless true that, for the purposes of jurisdiction in the Federal courts, these corporations are deemed to be citizens of the states in which they were organized. It is also true that there was no formal merger of the two corporations into one; that they remained in law two separate legal persons, and that each was entitled to corresponding rights. But courts will sometimes look beyond the formal and corporate differences. Especially is this true of courts of equity. Substantial rights will be regarded rather than the mere matter of organization. Lehigh Min. & Mfg. Co. v. Kelly, 160 U. S. 327, 40 L. ed. 444, 16 Sup. Ct. Rep. 307, illustrates this. There it appeared that the Virginia Coal & Iron Company was a corporation organized under the laws of Virginia, and therefore a citizen of that state; that it claimed title to certain lands in Virginia in the possession of the defendant, also a citizen of Vir
See also Evers v. Watson, 156 U. S. 527, ginia. There being no diversity of citizen39 L. ed. 520, 15 Sup. Ct. Rep. 430.
Some of these cases, as appears from the quotations, go to the extent of holding that, although on the face of the record, jurisdiction does not appear, yet the judgments or decrees are binding upon the parties thereto, and cannot be assailed collaterally. A fortiori must it be true that when, on the face of the record, jurisdiction appears, the judgment or decree must be held conclusive against a collateral attack by either of the parties thereto. The Huguley Manufacturing Company was, as is conceded in these ancillary proceedings, a party to the original litigation, and cannot now be permitted to challenge the jurisdiction of the Federal court on the ground that its admission of
ship, an action could be maintained only in a court of the state. To avoid this, and to place the litigation in the Federal court, the stockholders of the coal and iron company organized, under the laws of Pennsylvania, the Lehigh Mining & Manufacturing Company. The former company thereupon conveyed all its rights to the latter, which brought its action for the recovery of the property in the United States circuit court for the district of Virginia. While it was conceded that the purpose with which a party makes a conveyance does not affect the title of his grantee, and while it was not doubted that the two corporations were separate entities, yet it was also held that, inasmuch as the stockholders in each were the
same, and the organization of the Pennsylvania company was only for the purpose of getting the litigation into the Federal court, it was a fraud on the jurisdiction of that court, and its order dismissing the action for want of jurisdiction was affirmed. It was It was said in the opinion (p. 339, L. ed. p. 449, Sup. Ct. Rep. p. 612):
bama), i. e., that it be 'domesticated' in
Whatever may have been within the scope of the ulterior purpose of the Georgia incorporation, the immediate purpose was the development of a single plant, and that purpose was carried into effect. By the charters the office of the Alabama company was located in Alabama, and that of the Georgia company in Georgia. When the trust deed was executed, it was executed in the name which was common to both corporations, but in pursuance of resolutions passed at an
"The arrangement by which, without any valuable consideration, the stockholders of the Virginia corporation organized a Pennsylvania corporation, and conveyed these lands to the new corporation for the express purpose and no other purpose is stated or suggested of creating a case for the Federal court, must be regarded as a mere device to give jurisdiction to a circuit court of the United States, and as being, in law, a fraud upon that court, as well as a wrong to the defendants. Such a device cannot receive our sanction. The court below properly de-office in Georgia. It would be unjust to imclined to take cognizance of the case."
pute to these incorporators a design to mislead the holders of the indebtedness of the company by giving to them a security which rested alone upon the inconsiderable fraction of property then located in Georgia, when, on the face of the instrument, it pur
In the case before us there were also two corporations, distinct legal entities, yet bearing the same name, the Alabama & Georgia Manufacturing Company. It may well be doubted whether any injustice has been done to the Alabama company by the long litiga-ported to convey the entire plant. Evidenttion. In the brief of one of the counsel for respondents, after stating the organization of the Alabama company, it is said:
"In order to carry out the general plans and purposes of the incorporators and organizers of the said Alabama company, thus already organized and established, it was deemed necessary and important that these same original incorporators and organizers of the said Alabama corporation and their successors should control the water rights of the Chattahoochee river, not only through the riparian rights already granted them on the western, or Alabama, side of the river by the state of Alabama, but through those of the state of Georgia on the eastern side of the river as well, i. e., at the point on the eastern bank opposite where their manufacturing plant in Alabama had already been located. These incorporators had in view the then purpose of utilizing, if not immediately, at least at some future time, the recognized fine water power of the intervening Chattahoochee river, by the proposed acquisition of other lands on the eastern, or Georgia, side of the river, and the erection thereon of another independent manufacturing plant, and in such event, of using Columbus, or La Grange, Georgia, for its offices and shipping points. To that end the said incorporators did not elect to ask the legislature of Georgia for any express statutory license authorizing the pre-existing Alabama company to exercise in Georgia the same powers and rights which had been given it by the parent state of its creation (Ala
ly the proceedings were had on the supposition that there was but a single entity. That entity was indebted, and it gave the trust deed as security therefor. When the foreclosure suit was filed it would be also an unjust imputation to suppose that the owners of the property carried on the litigation for years, knowing that the proper parties were not present in court, and that the outcome of that litigation meant nothing. Evidently this defense, springing from the existence of two corporations, was an afterthought, when all other resources had failed, and equity may well say that to sustain the present contention would give judicial sanction to inexcusable trifling with courts. It is always to be understood that Federal tribunals are not moot courts, and that parties having substantial rights must, when brought before those tribunals, present those rights, or may lose them.
The judgment of the Court of Appeals is reversed, and that of the Circuit Court is affirmed.
standing on his part, not shared by the gov-| and explained to him the operation of the ernment officials, that compensation would be made, does not give a contract right to such compensation on which a claim can be founded within the jurisdiction of the court of claims, especially where demand was first made by the petition in that court, after a delay of fourteen years.
register, and the Secretary was at the same time informed that this was the register which the claimant had invented. The Secretary approved the form of register, and directed that such registers be made and attached to the presses in the Bureau.
"Before such registers were manufactured the claimant remonstrated to the effect that he wished first to secure a patent. The Chief of the Bureau replied that he would see the
Argued April 6, 1905. Decided May 8, 1905. claimant protected, and would get him a
patent attorney, who would explain the law to him. This the Chief of the Bureau did, and the attorney so selected proceeded to procure the patent before set forth, the claimant, not the defendants, paying him, and the costs and expenses thereof. The attorney so selected at the same time informed the claimant that the manufacture and use A. of registers in the Bureau would not interfere with or prevent the procurement of the patent.
Mr. Charles C. Binney and Assistant Attorney General Pradt for appellee.
"After being so advised, the claimant raised no further objection to the registers
Mr. Justice McKenna delivered the opin- being manufactured and used, and tacitly ac
ion of the court:
Appellant sued in the court of claims to recover the sum of $102,000, for the use, during the six years preceding the commencement of the suit, of a device invented by the appellant for registering impressions in connection with printing presses. The court of claims dismissed the petition. The findings of the court of claims are as fol
quiesced in the same.
"There was no agreement or understanding between the parties in regard to royalty
or the payment of remuneration for the use of the claimant's invention in the governsuch as may be inferred from the preceding ment's printing and engraving other than conversations. On the part of the claimant it was supposed and understood that he would be entitled to compensation, and that "II. In November, 1869, the Secretary of it would be allowed and paid by the Secrethe Treasury determined that certain valutary of the Treasury. But on the part of able securities should not be printed in the the Secretary and Chief of the Bureau it Bureau of Engraving and Printing until proper and reliable registers should be at-ant, being an employee of the Treasury Detached to the presses. While the Chief of partment, would neither expect nor demand the Bureau was endeavoring to devise and procure a trustworthy form of register, the claimant brought to hi the drawings of a device which he had invented, being substantially the device described in the foregoing letters patent. The Chief of the Bureau ordered a register to be immediately made aft-presses used by the defendant in the Bureau
er the claimant's device. At the time of
giving such order he understood that the
device was the claimant's invention.
"The register so ordered being completed, and tried, and found satisfactory, the Chief of the Bureau proposed to take the claimant to the Secretary of the Treasury, that he might explain it to him. The claimant thereupon objected that the invention was not yet patented, and that he wished, before exhibiting it, to obtain a patent for his individual protection. The Chief of the Bureau replied, "Certainly; I will see that you are protected.' The claimant, then tacitly consenting, was taken before the Secretary,
was supposed and understood that the claim
"III. That ever since the issuance of said
letters patent the defendant has constructed, and has used continuously, from the date of said letters patent, to wit, March 1, 1870, upon and in connection with plate-printing
of Engraving and Printing and in the Treasury building, the device aforesaid, so patented to the claimant, for the purpose of registering the number of impressions made by the various plate-printing presses, both hand and steam, employed and used by the defendant in the said Bureau of Engraving and Printing and in the Treasury Department building.
"IV. The claimant, at the time of the making of his invention, before described, was assistant master machinist in the Bureau of Engraving and Printing. He was never assigned to the duty of making inventions, and it was not a part of his duty to
do so; and the invention before described | tends that he was; but manifestly he was was made within his own time, and exclusively at his own cost, and was a completed invention, properly and sufficiently set forth in drawings when first brought to the Chief of the Bureau, as set forth in finding II. "V. The defendants were in the undisturbed use of the claimant's invention from July 24, 1878, to July 24, 1884, by attaching such registers to a great number of their presses. During that period the claimant made no objection to such use of his invention, and failed to give notice to the Secretary of the Treasury or the Chief of the Bureau of Engraving and Printing that he would demand royalty or remuneration therefor.
"VI. The average number of presses with claimant's device used by the defendants between July 24, 1878, and July 24, 1884, was 200 per day, covering 1802 working days." The question in the case is whether, on these facts, a contract arose between the United States and the appellant, whereby the United States promised to pay him for the use of his device.
We held in Russell v. United States, 182 U. S. 516-530, 45 L. ed. 1210-1215, 21 Sup. Ct. Rep. 899, that in order to give the court of claims jurisdiction, under the act of March 3, 1887 (24 Stat. at L. 505, chap. 359, U. S. Comp. Stat. 1901, p. 752), defining claims of which the court of claims had jurisdiction, the demand sued on must be founded on "a convention between the parties,—'a coming together of minds."" And we excluded, as not meeting this condition, those contracts or obligations that the law is said to imply from a tort. Schillinger v. United States, 155 U. S. 163, 39 L. ed. 108, 15 Sup. Ct. Rep. 85; United States v. Berdan Firearms Mfg. Co. 156 U. S. 552, 39 L. ed. 530, 15 Sup. Ct. Rep. 420.
In the case at bar the court of claims finds that the appellant "supposed and understood that he would be entitled to compensation, and that it would be allowed and paid by the Secretary of the Treasury;" but it also finds that "on the part of the Secretary and Chief of Bureau (Engraving and Printing) it was supposed and understood that the claimant (appellant), being an employee of the Treasury Department, would neither expect nor demand remuneration." That there was "a coming together of minds" is therefore excluded by the findings. And the use of the device cannot give a right independent of the understanding under which it was used. The appellant should have been explicit in his demand. He con
not, or the curious opposition between his expectation and that of the Secretary of the Treasury and Chief of Bureau could not have occurred. And we cannot assent to the suggestion that he "was by coercion prevented" from making a demand "in terms" by his subordinate position. How long must we suppose such coercion lasted, and that he could have permitted a misunderstanding of his purpose? Six years passed, and the Chief of Bureau with whom the negotiations were made went out of office; another succeeded. No demand was made of either for compensation. Further time passed, and other Chiefs of Bureau succeeded. There was a succession of Secretaries of the Treasury; no demand was made of any of them. His first demand was the petition in this case,-over fourteen years from his first interview with the Secretary of the Treasury. This delay cannot be overlooked or interpreted favorably to appellant's contention. He sues for $102,600, and this does not include the royalties that he contends he was entitled to for the first six years the device was used. He claims a royalty of 25 cents a day on an average of two hundred machines-that is, $50 a day. He was an employee of the government, at a modest salary, and we cannot conceive there was no inducement in $50 a day to an explicit demand of his rights, or that he was willing to wait, or felt himself coerced to wait, for their realization for fourteen years, and even to lose compensation for six years by the operation of the statute of limitations. The rights of the government are obvious. The contention of the appellant forces on it a liability that it might not have taken. It was given no election of the terms upon which it would use the register, or whether it would use it at all. Of course, this argument is based on the fact that there was no coming together of the minds of the parties, or, as expressed by the findings of the court of claims, that "it was supposed and understood" by the officers of the government that appellant "would neither expect nor demand remuneration." And this fact distinguishes the case from McKeever v. United States, 14 Ct. Cl. 396, affirmed by this court; also from United States v. Lynah, 188 U. S. 445, 47 L. ed. 539, 23 Sup. Ct. Rep. 349, and the other cases cited by appellant.
Mr Justice Peckham dissents.
(198 U. S. 236)
CHRISTIE GRAIN & STOCK COMPANY and C. C. Christie. (No. 224.)
See same case below in Circuit Court of Appeals for Eighth Circuit, 61 C. C. A. 11, 125 Fed. 161; and in Circuit Court of Appeals for Seventh Circuit, 64 C. C. A. 669, 130 Fed. 507.
The facts are stated in the opinion.
L. A. KINSEY COMPANY et al., Petition No. 224, and respondent in No. 280.
Messrs. James H. Harkless, W. H. Rossington, Charles S. Crysler, Charles
BOARD OF TRADE OF THE CITY OF Blood Smith, Clifford Histed, J. S. West,
CHICAGO. (No. 280.)
Injunction against distributing market quotations-effect of illegality of transactions -monopoly-contracts in restraint of
1. The use and distribution of the continuous quotations of prices on sales of grain and provisions for future delivery, which are collected by the Chicago board of trade, and which cannot be obtained by those so using and distributing them without a known breach of the confidential terms on which
they are communicated by the board of trade to its customers, may be enjoined, even assuming that such quotations relate to "pretended buying and selling," within the meaning of Ill. act June 6, 1887, prohibiting the keeping of places where such transactions
2. Contracts with
telegraph companies by which the Chicago board of trade limits the communication of quotations of prices on sales of grain and provisions for future delivery, collected by it, which it might have refrained from communicating to anyone, do not effect a monopoly or amount to an attempt at monopoly, and are not contracts in restraint of trade, either under the act of July 2, 1890 (26 Stat. at L. 209, chap. 647, U. S. Comp. Stat. 1901, p. 3200), or at common law.
[Nos. 224, 280.]
and Chester H. Krum for respondents in No. 224.
Messrs. Lloyd Charles Whitman, E. D. Crumpacker, Jacob J. Kern, John A. Brown, Charles D. Fullen, and Peter Crumpacker for petitioner in No. 280.
Messrs. Julien T. Davies, Abram I. Elkus, and Garrard Glenn by special leave for Edwin Hawley and Frank R. Ray.
Mr. Justice Holmes delivered the opinion of the court:
These are two bills in equity brought by the Chicago board of trade to enjoin the principal defendants from using and distributing the continuous quotations of prices on sales of grain and provisions for future delivery, which are collected by the plaintiff, and which cannot be obtained by the defendants except through a known breach of the confidential terms on which the plaintiff communicates them. It is sufficient for the purposes of decision to state the facts, without reciting the pleadings in detail. The plaintiff was incorporated by special charter of the state of Illinois on February 18, 1859. The charter incorporated an existing board of trade, and there seems to be no reason to doubt, as indeed is alleged by the Christie Grain & Stock Company, that it then managed its chamber of commerce substantially as it has since. The main feature
Argued April 20, 24, 25, 1905. Decided May of its management is that it maintains an
exchange hall for the exclusive use of its members, which now has become one of the
ON WRIT of Certiorari to the United great grain and provision markets of the the United world.
States Circuit Court of Appeals for the Eighth Circuit to review a decree which reversed a decree of the Circuit Court for the Western District of Missouri, enjoining the use and distribution of market quotations collected by the Chicago board of trade, and remanded the cause with instructions to dismiss the bill. Reversed. Also
Three separated portions of this hall are known respectively as the wheat pit, the corn pit, and the provision pit. In these pits the members make sales and purchases exclusively for future delivery, the members dealing always as principals between themselves, and being bound practically, at least, as principals to those who employ them when they are not acting on their own behalf.
N WRIT of Certiorari to the United 0 States Circuit Court of Appeals for the their own States Circuit Court of Appeals for the Seventh Circuit to review a decree which reversed a decree of the Circuit Court for the District of Indiana, dismissing a bill to enjoin the distribution of market quotations collected by the Chicago board of trade, and directed the entry of a decree granting the relief sought. Affirmed.
The quotation of the prices continuously offered and accepted in these pits during business hours are collected at the plaintiff's expense, and handed to the telegraph companies, which have their instruments close at hand, and by the latter are sent to a great number of offices. The telegraph companies