The practical result of this view is that, for purposes of jurisdiction in federal courts, a corporation is a citizen of the state from which it received its charter.1 Under Act of Congress of 18872 suits in federal courts, whether by individuals or corporations, can be instituted only in the district where one of the parties resides, in cases where the jurisdiction is due to the parties being residents of different states. It has been held that a defendant corporation entitled to a removal of a suit to its place of residence may have it transferred to the district wherein it carries on its principal business, though incorporated elsewhere.* For purposes of jurisdiction a national bank is by Act of Congress a resident of the state where it is located.5 1 Covington Drawbridge Co. v. Sheperd, 20 How. (U. S.) 227; Lafayette Ins. Co. v. French, 18 How. (U. S.) 404; Marshall v. Baltimore, etc., R. R. Co., 16 How. (U. S.) 314; Swan L. & C. Co. v. Frank, 39 F. 456; Railway Co. v. Whitton, 13 Wall. 283. See also, Louisville, etc., R. R. Co. v. Leston, 2 How. (U. S.) 514; Ohio, etc., R. R. Co. v. Wheeler, 1 Black, 297; Paul v. Virginia, 8 Wall. 177, 178; Insurance Co. v. Francis, 11 Wall. 210. 2 Stat. at L. Ch. 373. 3 Kansas, etc., R. R. Co. v. Int. State, etc., Co., 37 F. 3. See also, Zambrino v. Galveston, etc., Ry. Co., 38 Fed. Rep. 449; Riddle v. New York, etc., R. R. Co., 39 Id. 290. But it is still held that if a suit of a nature justifying its removal be first properly brought in a state court, it may be removed to the federal court though both the parties reside in another district. Eby v. Northern Pac. Ry. Co., 36 Legal Intel. 164; Union Pac. R. R. Co. v. McComb, 1 Fed. Rep. 799; Allen v. Texas, etc., Ry. Co., 25 Fed. Rep. 513; Pacific R. R. Removal Cases, 115 U. S. 2; Hughes v. Northern Pac. Ry. Co., 18 Fed. Rep. 106. A corporation formed in a territory is not a non-resident thereof, so as to justify the removal of a suit to which it is a party into the federal court. Adams Ex. Co. v. Den. ver, etc., Ry. Co., 16 Fed. Rep. 712. See also Scheffer v. Nat. Life Ins. Co., Minn. 534. 25 * Guinn v. Iowa Cent. Ry. Co., 14 Fed. Rep. 323. The place of residence of a corporation, within the meaning of Code Civil Proc. N. Y., § 984, providing that an action must be tried in the county in which one of the parties resided at the commencement thereof, is where its principal business is to be carried on, as designated by its charter, though in fact it may conduct a large part of its business, and have an office, in another county. Rossie Iron-Works v. Westbrook, 13 N. Y. S. 141. 5 Acts of 1888, ch. 86; First Nat. B'k v. Morgan, 132 U. S. 141; 10 S. Ct. 37, holding also that the provisions of amendment to the national banking act, Rev. St. 5197-8, exempting national banks from suits in state courts elsewhere than in the county or city where the bank is located, may be waived, and a bank which § 538. Service of process on corporations. The manner of acquiring jurisdiction of corporations is regulated by statute in the several states. Statutes requiring foreign corporations acting within particular states to agree that service on a specified agent of the corporation shall bind it have been upheld.1 And a foreign corporation entering a state is bound by general statutory provisions governing the service. of process on corporations. Where the laws of a state submits to trial in another county cannot, on writ of error to the state supreme court, raise the objection to the jurisdiction and claim the immunity. Continental National Bank v. Folsom, 78 Ga. 449; 3 S. E. 269; Claflin v. Houseman, 93 U. S. 130; First Nat. Bank v. Overman, 22 Neb. 146; 34 N. W. 107. In such cases the state courts do not exercise a new jurisdiction conferred upon them, but their ordinary jurisdiction derived from their construction under the state law. Such jurisdiction is not confined to the county in which the bank is located. Fresno Nat. B'k v. Sup. Ct., 83 Cal. 491. 1 Gibbs v. Queen Ins. Co., 63 N. Y. 114; Weymouth v. Washington, etc., R. R. Co., 1 McArthur, 19; McNichol v. United States, etc., Agency, 74 Mo. 457, 471; Dudley v. Collier, 87 Ala. 431; 6 So. 304; Fritts v. Palmer, 10 Sup. Ct. Rep. 93. See Const. Ark. 1874, art. 12, sec. 11; Scruggs v. Mortgage Co. (Ark.), 16 S. W. 563. Under the laws of New York a corporation cannot by any means be compelled to appear and submit to the jurisdiction of a court wherein an indictment against the corporation has been filed. People v. Equitable Gas-Light Co., 5 N. Y. Supp. 19. 2 Merchants' Manuf. Co. v. Grand Trunk Ry. Co., 63 How. Pr. (N. Y.) 459; Ehrman v. Teutonia Ins. Co., 1 McCrary, 123; Lung Chung v. Northern Pac. Ry. Co., 19 Fed. Rep. 254; Railroad Co. v. Koontz, 104 U. S. 5, 10; Gray v. Quicksilver Min. Co., 21 Fed. Rep. 288; Chicago B. & Q. R. Co. v. Manning, 23 Neb. 552; 37 N. W. 462; Hat Sweat Mfg. Co. v. Davis S. M. Co., 31 Fed. 294; Gross v. Nichols, 72 Iowa, 239; 33 N. W. 653; Brunson v. Nichols, 72 Ia. 763; 34 N. W. 289. Compare Cumberland Telephone & T. Co. v. Turner, SS Tenn. 265; 12 S. W. 544; Nye v. Burlington & L. R. Co., 60 Vt. 585; 11 A. 689; Tabor v. G. & P. Mfg. Co., 11 Col. 419; 18 P. 537; Little, etc., Co. v. Lightbourne, 10 Col. 429; 15 P. 785; Eaton v. St. Louis, etc., Min. Co., 2 McCrary, 362. Under a statute permitting service on foreign corporations having property in the state by leaving a copy of the summons with its managing agent in the state "a service is good where the return states, in addition to the fact of its having property, that a copy was left with one O., who is described in defendant's list of "officers" and "agents" as its "general agent, passenger department, 261 Broadway, New York." Touchbard v. Chicago & A. R. Co., 115 N. Y. 437; 22 N. E. 360. The service must be made upon the identical officer designated by statute. Where the statute provided that service might be had upon, among other enumerated officers, the treasurer, a service upon the assistant treasurer was held irregular and void. Winslow v. Staten Island R. T. R. Co., 51 Hun, 298; 2 N. Y. S. 682. Service of summons upon a foreign corporation is sufficient prohibit a foreign insurance company from carrying on business until it has filed with the insurance commissioner a certificate stipulating that service may be made upon him, it will be presumed that a foreign com by service on a person designated by the corporation to receive the same, under the act of April 1, 1872, though, at the time of service, such person was not the agent, cashier, secretary, or other officer of the corporation. Eureka Lake & C. Co. v. Superior Court, 66 Cal. 311; 5 P. 490. No jurisdiction is acquired by service upon the president of a foreign corporation in Minnesota, in a cause of action not arising in the state. State v. Dist. Ct., 26 Minn. 234; 2 N. Y. 698. In Maryland, service of notice of attachment on a director is sufficient. Boyd v. Ches., etc., Canal Co., 17 Md. 195. Service on treasurer; Despar v. Continental, etc., Co., 137 Mass. 252; and on stockholder; Rand v. Upper Locks, etc., Co., 3 Day Conn. 441; O'Brien v. Shaws, etc., Co., 10 Cal. 343; have under respective statutes been held not sufficient; and without proper service default should be set aside. Willamette, etc., Co. v. Williams, 1 Or. 112. Service on an officer accidentally in the state, held good when the corporation was doing business therein. Moulin v. Ins. Co., 24 N. J. L. 234; but service upon resident selling agent not good. Carron Iron Co. v. McClaren, H. of L. Cas. 416. In New Jersey a foreign corporation having no place of business cannot be sued in the courts of that state, on a contract made in another state, but otherwise if contract made there. National Condensed Milk Co. v. Brandenburgh, 40 N. J. L. 111. The fact that, in compliance with Rev. St. Ind. 1881, § 3765, a foreign corporation doing business within the state has appointed a resident agent upon whom process may be served, does not constitute it a resident of the state; and, on being sued in a state court, it may assert its non-residence, and claim a removal to the federal court, under Act March 3, 1887, providing for removal by non-residents. Disapproving Scott v. Cattle Co., 41 Fed. Rep. 225; Amsden v. Norwich Union Fire Ins. Soc., 44 F. 515; Same v. Traders' Ins. Co. of Chicago, Id. Act Pa. March 15, 1847, provided that corporations whose principal offices or officers were out of the state might be sued in any county where their works were located, and that such corporations should be liable to writs of mandamus. Act Pa. May 25, 1881, provided that the several courts of common pleas should have power to issue writ of mandamus to corporations having their chief places of business in their respective counties, but did not expressly repeal the former act. Held, that a write of mandamus against a railroad company whose office was outside the state might be issued in a county where its road was located, and served in another county. Commonwealth v. New York, P. & O. R. Co. (Pa.), 20 A. 951. But an attachment being in the nature of a proceeding, in rem will lie against its property. See Bushel v. Commonwealth Ins. Co., 15 S. & R. 176; St. Louis, etc., Ins. Co. v. Cohn, 9 Mo. 421; Nat. B'k of Commerce v. Huntington, 129 Mass. 444; Andrews v. Mich. Cent. R. R. Co., 99 Mass. 534; Barr v. King, 96 Pa. St. 495; Smith v. Mut. Life Ins. Co. of N. Y., 14 Allen, 336. In Despar v. Continental, etc., Co., 137 Mass. 252, it was held that a foreign corporation cannot be compelled to specifically perform a contract in Massachusetts. In the absence of statutory provisions, process cannot be served upon pany doing business in the state has complied with the law, and default will be entered on service upon the commissioner, though he has refused to receive the the officer of a foreign corporation, so as to bind it. Latimer v. Un. Pac. Ry. Co., 43 Mo. 105; Eaton v. St Louis, etc., Co., 2 McCrary, 362; Pomeroy v. N. Y. & N. Y. R. R. Co., 4 Blatch. 120; Block v. Atchison, etc., R. R. Co., 21 Id. 529; Talcott, etc., Co., v. McCormick Harvesting Machine Co., 51 Mich. 5. An attachment does not lie against an insurance company for money due by resident branch of foreign insurance company to another foreign company. Straus v. Chicago, etc., Co., 46 Hun, 216; Moch v. Va., etc., Ins. Co., 10 Fed. Rep. 696. Attachment does not lie against national banks until after final judgment. Rhoner v. First Nat. Bank, 14 Hun, 126; Farmers', etc., Nat. Bank v. Dearing, 91 U. S. 34. Compare Southwick v. First Nat. B'k, etc.. 7 Hun, 96; Bowen v. First Nat. B'k, 31 How. Pr. 409. But they may be required to give security for costs. Nat. Park Bank v. Gunst, 1 Abb. N. C. 292. It seems to be settled, however, upon authority, that the remedy by attachment lies in their favor. Pope v. Terre, etc., Co., 87 N. Y. 137; Moulin v. Trenton Ins. Co., 24 N. J. 222. Service upon stockholders without statutory authority therefor is not required and is ineffectual. Bankright v. Liverpool L. & G. Ins. Co., 55 Ga. 194. It is always for the federal court to determine whether a non-resident corporation, when sued, has transacted business within a given state to such an extent and has such a representation or agent therein that jurisdiction to render a personal judgment against the corporation may be acquired by service on its agent. St. L. Wire Mill Co. v. Consol. B. W. Co., 32 F. 802. Where a foreign corporation is not doing business in a state, and its president is inveigled into the state, a service upon him is not a service upon it; but where it appears and pleads by a duly-authorized attorney, it cannot afterwards have the action dismissed on the ground of the invalidity of the service. Fitzgerald & Mallory Const. Co. v. Fitzgerald, 11 S. Ct. 36. A foreign corporation, which has done no business in New York beyond negotiating a mortgage on its property, and having the bonds secured thereby put on the list of the New York Stock Exchange, is not engaged in business in the state, and no jurisdiction over it is acquired by service of sunmons on its president while temporarily in the state for those purposes. Clews V. Woodstock Iron Co., 44 F. 31. In St. L. Wire Mill Co. v. Consol B. W. Co., supra, it was held that the presence of the general manager of a foreign corporation on a pleasure trip within the jurisdiction of a state court does not constitute "doing business" therein to support service upon him, and does not give the court jurisdiction, notwithstanding the statute provided that when a non-resident corporation has no office or place of business within the state summons may be served on any "officer, agent or employe in any county where service may be obtained." See also Bentlif v. London & Colonial Finance Corp., 44 F. 667. Cent. R. & B'kg. Co. v. Ga. Constr. & Ins. Co. (S. Car.), 7 Ry. & Corp. L. J. 422. A different conclusion was reached in Porter v. Sewall S. C. H. Co., 7 N. Y. S. 166, where a service on the general manager under similar circumstances was held good. summons.1 Statutes on the subject of serving process on and obtaining jurisdiction of persons are applicable to corporations.2 A corporation, organized under the laws of a foreign country, and having its chief office there, does not become a resident of a state of the United States by doing business and having an office therein, so as to defeat its right to remove a case against it from the state to the federal court, under the act of 1888, providing that an action brought in a state court may be removed to the circuit court of the United States by the defendant or defendants therein, being non-residents of that state."3 66 § 539. Jurisdiction in state courts over foreign corporations. States may, if they choose, open their courts to non-resident persons and corporations without limit or 1 Knapp, Stout & Co. v. National Mut. Fire Ins. Co., 30 F. 607; State v. United States Mutual Accident Ass'n, 67 Wis. 624; 31 N. W. 229; Childs v. Harris Manuf'g Co., 104 N. Y. 477; 11 N. E. 50. 2 Denver & W. O. Constr. Co. v. Stout, 8 Colo. 61; 5 P. 625; Brown v. Mayor, etc., 66 N. Y. 385; Bristol v. Chicago, etc., R. Co., 15 Ill. 436; Bank of N. A. v. Chicago, etc., R. Co., 82 Ill. 493; Eslara v. Ames, etc., Co., 47 Ala. 384. The same principle governs with respect to the attachment of property. Planters', etc., B'k v. Andrews, 17 Ala. 404; Know v. Protection Ins. Co., 9 Conn. 430; Bushel v. Commonwealth, etc., Ins. Co., 15 S. & R. 173; Mineral, etc., R. R. Co. v. Keefe, 22 Ill. 9; Organished Brauser v. New Eng., etc., Ins. Co., 21 Wis. 506; Trenton B'k v. Haversteck, 11 N. J. L. 171. The board of directors of a domestic corporation organized under Laws N. Y. 1875, c. 611, passed a resolution to transfer all its property to the stockholders, who then surrendered their stock. There were no formal resignations by the directors, but the president declared at the close of the meeting that there were no longer any directors or stockholders, and "we have forever dissolved." No further meeting or election was held. Held, that the directors continued in their official capacity, and that process against the corporation could properly be served on them, under Code Civil Proc. N. Y., § 431, authorizing service on a director. Carnaghan v. Exporters' & Producers' Oil Co., 57 Hun, 588; 11 N. Y. S. 172. 3 25 St. U. S. 434, sec. 2; Purcell v. British Land & Compare Scott v. Texas Land & Cattle Co., 41 F. 225. R. Co., being a domestic corporation in the state of Georgia, an action against it cannot be removed to the federal court as being against a non-resident defendant. Following Angier v. E. Tenn. V. & G. R. Co., 74 Ga. 634; Schaeffer v. E. Tenn. V. & G. R. Co., 76 Ga. 99. See also, Horne v. Boston & M. R. R. Co., 62 N. H. 454; Guinault v. Louisville & N. R. Co., 41 La. Ann. 571; 6 So. 850. Mortgage Co., 42 F. 465. |