filed in the office of the Secretary of State of Wisconsin an appointment of Henry S. Durand, as their agent in that State, on whom process might be served. The power of attorney thus filed contained this clause: "And said company agrees that suits commenced in the State Courts of Wisconsin shall not be removed by the acts of said Company into the United States Circuit or Federal Courts." The State Courts of Wisconsin held that this statute and their agreement under it justified a denial of the petition to remove the case into the United States Court. The Insurance Company deny this proposition, and this is the point presented for consideration. Is the agreement thus made by the Insurance Company one that, without reference to the statute, would bind the party making it? Should a citizen of the State of New York enter into an agreement with the State of Wisconsin, that in no event would he resort to the courts of that State or to the Federal tribunals within it to protect his rights of property, it could not be successfully contended that such an agreement would be valid. Should a citizen of New York enter into an agreement with the State of Wisconsin, upon whatever consideration, that he would in no case, when called into the courts of that State or the Federal tribunals within it, demand a jury to determine any rights of property that might be called in question, but that such rights should in all such cases be submitted to arbitration or to the decision of a single judge, the authorities are clear that he would not thereby be debarred from resorting to the ordinary legal tribunals of the State. There is no sound principle upon which such agreements can be specifically enforced. We see no difference in principle between the cases supposed and the case before us. Ev ery citizen is entitled to resort to all the courts of the country, and to invoke the protection which all the laws or all those courts may afford him. A man may not barter away his life or his freedom, or his substantial rights. In a criminal case, he cannot, as was held in Cancemi v. People, 18 N. Y., 128, be tried in any other manner than by a jury of twelve men, although he consent in open court to be tried by a jury of eleven men. In a civil case he may submit his particular suit by his own consent to an arbitration, or to the decision of a single judge. So he may omit to exercise his right to remove his suit to a Federal tribunal, as often as he thinks fit, in each recurring case. In these aspects any citizen may no doubt waive the rights to which he may be entitled. He cannot, how ever, bind himself in advance by an agreement, which may be specifically enforced, thus to forfeit his rights at all times and on all occasions, whenever the case may be presented. That the agreement of the Insurance Com pany is invalid upon the principles mentioned, the following cases are cited: Nute v. Ins. Co., 6 Gray, 174; Cobb v. Ins. Co., 6 Gray, 192; Hobbs v. Ins. Co., 56 Me., 421; Stephenson v. Ins. Co., 54 Me., 70; Scott v. Avery, 5 H. of L. Cas., 811. They show that agreements in advance to oust the courts of the jurisdiction conferred by law are illegal and void. In Scott v. Avery (supra), the Lord Chancellor says: "There is no doubt of the general prin ciple that parties cannot by contract oust the ordinary courts of their jurisdiction. That has been decided in many cases. Perhaps the first case I need refer to was a case decided about a century ago. Kill v. Hollister, 1 Wils., 129. That case was an action on a policy of insurance in which there was a clause that in case of any loss or dispute it should be referred to arbitration. It was decided there that an action would lie, although there had been no reference to arbitration. Then, after the lapse of half a century, occurred a case before Lord Kenyon, and from the language that fell from that learned judge, many other cases had probably been decided which are not reported. But in the time of Lord Kenyon occurred the case which is considered the leading case on the subject, of Thompson v. Charnock, 8 T. R., 139. That was an action upon a charter-party, in which it was stipulated that if any difference should arise it should be referred to arbitration. That clause was pleaded in bar to the action brought upon breach of the contract, with an averment that the defendant was, and always had been ready to refer the same to arbitration. This was held to be a bad plea, upon the ground that a right of action had accrued and that the fact that the parties had agreed that the matter should be settled by arbitration did not oust the jurisdiction of the courts." Upon this doctrine all the judges who delivered opinions in the House of Lords were agreed. And the principle, Mr. Justice Story, in his Commentaries on Equity Jurisprudence, sec. 670, says is applicable in courts of equity as well as in courts of law. "And where the stipulation, though not against the policy of the law, yet is an effort to devest the ordinary jurisdiction of the common tribunals of justice, such as an agreement in case of dispute to refer the same to arbitration, a court of equity will not any more than a court of law interfere to enforce the agreement, but it will leave the parties to their own good pleasure in regard to such agreements. The regular administration of justice might be greatly impeded or interfered with by such stipulations, if they were specifically enforced." In Stephenson v. Ins. Co., 54 Me., 70, the court say: "While parties may impose as condition precedent to applications to the courts that they shall first have settled the amount to be recovered by an agreed mode, they cannot entirely close the access to the courts of law. The law and not the contract prescribes the remedy, and parties have no more right to enter into stipulations against a resort to the courts for their remedy in a given case, than they have to provide a remedy prohibited by law; such stipulations are repugnant to the rest of the contract, and assume to devest courts of their established jurisdictions; as conditions precedent to an appeal to the courts, they are void." Many cases are cited in support of the rule thus laid down. Upon its own merits, this agreement cannot be sustained. Does the agreement in question gain validity from the Statute of Wisconsin which has been quoted? Is the Statute of the State of Wisconsin, which enacts that a corporation organized in another State shall not transact business within its limits, unless it stipulates in advance that it will not remove into the Federal Courts any suit that may be commenced against it by a citizen of Wisconsin, a valid statute in respect to such requisition, under the Constitution of the United States? The Constitution of the United States declares that the judicial power of the United States shall extend to all cases in law and equity arising under that Constitution, the laws of the United States, and to the treaties made or which shall be made under their authority, * * to controversies between a State and citizens of another State, and between citizens of different States. Art. 3, sec. 2. sought to exercise this right to remove to a Federal tribunal a suit commenced against itself in the state court of Wisconsin, where the amount involved exceeded the sum of $500. This right was denied to it by the state court on the ground that it had made the agreement referred to, and that the statute of the State authorized and required the making of the agreement. We are not able to distinguish this agreement *and this requisition, in principle, from a similar one made in the case of an individual citizen of New York. A corporation has the same right to the protection of the laws as a natural citizen, and the same right to appeal to all the courts of the country. The rights of an individual are not superior in this respect to that of a corporation. The jurisdiction of the Federal Courts, under this clause of the Constitution, depends upon and is regulated by the laws of the United States. State legislation cannot confer jurisdic tion upon the Federal Courts, nor can it limit or restrict the authority given by Congress in pursuance of the Constitution. This has been held many times. R. Co. v. Whitton, 13 Wall.. 286 [80 U. S., XX., 577; Payne v. Hook, 7 Wall., 427 [74 U. S., XIX., 260]. The Moses Taylor, 4 Wall., 411 [71 U. S., XVIII., 397], and cases cited. It has also been held many times, that a corporation is a citizen of the State by which it is created, and in which its principal place of business is situated, so far as that it can sue and be sued in the Federal Courts. This court has repeatedly held that a corporation was a citizen of the State creating it, within the clause of the Constitution extending the jurisdiction of the Federal Courts to citizens of different States. Express Co. v. Kountze, 8 Wall., 342 [75 U. S., XIX., 457]; Cowles v. Mercer Co., 7 Wall, 118 [74 U. S.. XIX., 86]; Railway v. Whitton, 13 Wall., 275 [80 U. S.. XX., 571]; R. R. Co. v. Wheeler, 1 Black, 286 [66 U. S., XVII., 130]. The 12th section of the Judiciary Act of 1789 provides that if a suit be commenced in any state court by a citizen of the State in which the suit is commenced, against a citizen of another State, where the matter in dispute exceeds $500, and the defendant at the time of entering his appearance shall file a petition for the removal of the cause for trial into the next Circuit Court of the United States, and shall offer good bail for his proceedings therein, "it shall be the duty of the state court to accept such security and proceed no further in the cause." This applies to all the citizens of another State, whether corporations, partnerships, or individuals. It confers an unqualified and unrestrained right to have the case transferred to the Federal Courts upon giving the security required. In the case recently decided in this court, of Ins. Co. v. Dunn [ante, 68], it was held that no power of action thereafter remained to the state court, and that every question, necessarily including that of its own jurisdiction, must be decided in the Federal Court. The State of Wisconsin can regulate its own corporations and the affairs of its own citizens, in subordination, however, to the Constitution of the United States. The requirement of an agreement like this from their own corporations would be brutum fulmen, because they possess no such right under the Constitution of the United States. A foreign citizen, whether natural or corporate, in this respect possesses a right not pertaining to one of her own citizens. There must necessarily be a difference between the status of the two in this respect. We do not consider the question whether the State of Wisconsin can entirely exclude such corporations from its limits, nor what reasonable terms they may impose as a condition of their transacting business within the State. These questions have been before the court in other cases, but they do not arise here. In Paul v. Virginia, 8 Wall., 168 [75 U. S., XIX., 357], Mr. Justice Field used language, in speaking of corporations, which has been supposed to sustain the statute in question. "Having (he says) no absolute right of recognition in other States, but depending for such recognition and the enforcement of its contracts upon their assent, it follows, as a matter of course, that such assent may be granted upon such terms and conditions as those States may think proper to impose. They may exclude the foreign corporation entirely, they may restrict its business to particular localities, or they may exact such security for the performance of its contracts with their citizens as in their judgment will best promote the public interest." So in Bk. v. Earle, 13 Pet., 519, the language of Ch. J. Taney has been invoked for the same purpose. In each of these cases, the general language of the learned justice is to be expounded with reference to the subject before him. They lay down principles in general terms which are to be understood only with reference to the facts in hand. Thus, the case in which the opinion was delivered by Mr. Justice Field was one involving the construction of that clause of the The Statute of Wisconsin, however, provides United States Constitution which declares that as to a certain class of citizens of other States, "the citizens of each State shall be entitled to to wit: foreign corporations, that they shall not all the privileges and immunities of citizens in exercise that right, and prohibits them from the several States," and of that clause regulattransacting their business within that State, un- ing commerce among the States, not of the one less they first enter into an agreement in writing now before us. It involved the question whether that they will not claim or exercise that right. the State might require a foreign insurance comThe Home Insurance Company is a citizen pany to take a license for the transaction of its of New York, within this provision of the Con- business, giving security for the payment of its stitution. As such citizen of another State, it | debts, and decided that taking insurance risks was not a transaction of commerce, within the | tion. * * * If the defendant does not avail meaning of the two clauses of the Constitution himself of the right given to him of having an cited. It had no reference to the clause giving issue made up and the trial by jury, which is to citizens of other States the right of litigation tendered to him by the Act, it is presumable that in the United States courts, and certainly had he cannot dispute the justice of the claim." no bearing upon the right of corporations to re- We are not able to discover in this case any sort to those courts, or the power of the State to countenance for the Statute of Wisconsin which limit and restrict such resort. we are considering. It was not intended to impair the force of the language used by Mr. Justice Curtis in Ins. Co. v. French, 18 How., 407 [59 U. S., XV.. 452], where he says: "A corporation created by In diana can transact business in Ohio, only with the consent, express or implied, of the latter State. This consent may be accompanied by such conditions as Ohio may think fit to impose, and these conditions must be deemed valid and effectual by other States, and by this court; provided, they are not repugnant to the Constitution and laws of the United States, or inconsistent with those rules of public law which secure the jurisdiction and authority of each State from encroachment by all others, or that principle of natural justice which forbids condemnation without opportunity for defense." Nearly the same language is used by Mr. Justice Nelson in Ducat v. Chicago, 10 Wall., 410 [77 U. S., XIX., 972]. None of the cases so much as intimate that conditions may be imposed which are repugnant to the Constitution and laws of the United States, or inconsistent with those rules of public law which secure the jurisdiction and authority of each State from encroachment by others. On this branch of the case the conclusion is this: 1. The Constitution of the United States secures to citizens of another State than that in which suit is brought an absolute right to remove their cases into the Federal Court, upon compliance with the terms of the Act of 1789. 2. The Statute of Wisconsin is an obstruction to this right; is repugnant to the Constitution of the United States and the laws in pursuance thereof, and is illegal and void. 3. The agreement of the Insurance Company derives no support from an unconstitutional statute and is void, as it would be had no such statute been passed. We are of opinion, for the reasons given, that the Winnebago County Court erred in proceeding in the case, after the filing the petition and the giving the security required by the Act of 1789, 1 Stat. at L., 73, and that all subsequent proceedings in the state court are illegal and should be vacated. The judgment in that court, and the judgment in the Supreme Court of Wisconsin, should be reversed, and the prayer of the petition for removal should be granted. And it is ordered accordingly. Mr. Chief Justice Waite, dissenting: I cannot concur in the judgment which has just been announced. A State has the right to exclude foreign insurance companies from the transaction of business within its jurisdiction. Such is the settled law in this court. Paul v. Virginia, 8 Wall., 181 [75 U. S., XIX., 360]; Ducat v. Chicago [supra]; Bk. v. Earle, 13 Pet., 586. The right to impose conditions upon admission follows, as a necessary consequence, from the right to exclude altogether. The State of Wisconsin has made it a condition of admission that the Company shall submit to be sued in the courts she has provided for the settlement of the rights of her own citizens. That is no more than saying that the foreign company must, for the purposes of all litigation growing out of the business transacted there, renounce its foreign citizenship and become pro tanto a citizen of that State. There is no hardship in this, for it imposes no greater burden than rests upon home companies and home insurers. The case of Bk. v. Okely, 4 Wheat., 235, is relied upon by the court below to sustain the statute and the agreement in question. In that case it was provided in the 14th section of the charter of the bank that whenever a borrower of the bank should make his note by an agreement in writing negotiable at the bank and neglect its payment when due, the president of the bank should cause a demand in writing to be served upon the delinquent, and if the money was not paid within ten days after such demand it was made lawful for the bank to present to the county clerk the note so unpaid, with proof of the demand, and to require him to issue an execution or attachment against the debtor. Before such execution could issue, the bank was required to file an affidavit of the amount due on the note. "If the defendant shall dispute the whole or any part of the debt (the statute adds) on the return of the execution, the court shall order an issue to be joined and a trial to be had, and shall make such other proceedings that justice may be done in the speediest manner." This statute was sustained in the case cited. Mr. Key, for the plaint- This Insurance Company accepted this coniff, argued in its support on the theory that the dition, and was thus enabled to make the conwhole effect of the provision was to authorize tract sued upon. Having received the benefits the commencement of a suit by attachment in- of its renunciation the revocation comes too late. stead of the usual common law process. Mr. Jones, contra,contended that it was in violation of the provision of the Constitution of Maryland and of the United States securing to parties the right of trial by jury when the value in controversy exceeded $20. In rendering the decision the court say:"This court would ponder long be fore it would sustain this action if we could be persuaded that the Act in question produced a total prostration of the trial by jury, or even involved the defendant in circumstances which rendered that right unavailing for his protec The state court had jurisdiction to try the question of citizenship upon the petition to transfer. Upon the facts I think it was authorized to find that the Company was, for all the purposes of that action, a citizen of Wisconsin, and refuse the order of removal. I concur in this dissent. D. Davis, J. Cited-94 U. S., 539, 540; 103 U. S., 492; 2 Wood, 125; 384; 4 Cliff., 606: 14 Bank. Reg., 123; 13 Blatchf., 225; 3 Wood, 690; 6 Biss., 431; 1 McCrary, 118; 6 Sawy.. 42 N. J. L., 320; 51 Wis., 580; 28 Onio St., 214; 32 Ohio St., 521; 87 Pa. St.. 182: 30 Am. Rep., 354; 79 Pa. | he then being a resident of Claiborne County, WALTER D. SPROTT, Appt., UNITED STATES. (See S. C., 20 Wall., 459-474.) Captured and Abandoned Property Act-when claimant cannot recover under-Acts of Confederate States and Government. *1. A purchaser of cotton, from the Confederate States, who knew that the money he paid for it went to sustain the rebellion, cannot in the Court of Claims recover the proceeds when it has been captured and sold under the Captured and Abandoned Property Act. a government was necessary. II. The cotton was captured in May, 1865, and the proceeds or some portion thereof are in the treasury. The Court of Claims upon the foregoing facts decided as conclusions of law: 1. The Government of the Confederate States was an unlawful assemblage without corporate power to take, hold or convey a valid title to property, real or personal. 2. The claimant was chargeable with notice of the treasonable intent of the sale by the Confederate Government, and the transaction was forbidden by the laws of the United States, and wholly void, so that the claimant acquired no title to the property which is the subject of suit. We do not think it necessary to say anything 2. The moral turpitude of the transaction forbids in regard to the first proposition of law laid that, in a court of law, he should be permitted to down by that court. Whether the temporary establish his title by proof of such a transaction. 3. The Acts of the States in rebellion, in the ordi- government of the Confederate States had the nary course of administration of law, must be up-capacity to take and hold title to real or perheld in the interest of civil society, to which such 4. But the Government of the Confederacy had no existence except as an organized treason. Its purpose, while it lasted, was to overthrow the lawful Government and its statutes, its decrees, its authority can give no validity to any act done in its service, or in aid of its purpose. [No. 359.] Argued Apr. 22, 1874. AP sonal property, and how far it is to be recognized as having been a de facto government, and if so, what consequences follow in regard to its transactions as they are to be viewed in a court of the United States, it will be time enough for us to decide when such decision becomes necessary. There is no such necessity in the Decided Nov. 9, 1874. present case. PPEAL from the Court of Claims. Mr. C. H. Hill, Asst. Atty-Gen., for the Mr. Justice Miller delivered the opinion of the court: We rest our affirmance of the judgment of the Court of Claims upon its second proposition. It is a fact so well known as to need no find. ing of the court to establish it, a fact which, like many other historical events, all courts take notice of, that cotton was the principal support of the rebellion, so far as pecuniary aid was necessary to its support. The Confederate Government early adopted the policy of collecting This is an appeal from the judgment of the large quantities of cotton under its control, Court of Claims against the appellant, reject either by exchanging its bonds for the cotton, ing his claim to the proceeds of the sale of cotor when that failed, by forced contributions. ton, under the Act in regard to captured and So long as the imperfect blockade of the Southabandoned property. That court made the fol- ern ports and the unguarded condition of the lowing findings of facts and conclusions of law: Mexican frontier enabled them to export this 1. At different times during the years 1864 cotton, they were well supplied in return with and 1865, large quantities of cotton were pur-arms, ammunition, medicine and the neceschased by the agents of the Confederate States for the treasonable purpose of maintaining the War of the Rebellion against the Government of the United States. Of cotton thus purchased by various agents in Claiborne County, Mississippi, three hundred bales were sold to the claimant by one agent, in March, 1865, for ten cents a pound in the currency of the United States. The sale was made by the agent as of cotton belonging to the Confederate States, and it was understood by the claimant, at the time of the purchase, to be the property of the Rebel Government, and was purchased as such. The agent had been specially instructed by the Confederate Government To sell any and all cotton he could, for the purpose of raising money to purchase munitions of war and supplies for the Confederate Army;" but the purpose of the sale was not disclosed to the claimant, whose purpose was not to aid the Confederate States, buying the cotton at its market value, and regarding it as a mere business transaction of cotton for cash." The cotton was delivered to him at the time when the money was paid, "Head notes by Mr. Justice MILLER. saries of life not grown within their lines, as well as with that other great sinew of war, gold. If the rebel government could freely have exchanged the cotton of which it was enabled to possess itself, for the munitions of war or for gold, it seems very doubtful if it could have been suppressed. So when the rigor of the blockade prevented successful export of this cotton, their next resource was to sell it among their own people, or to such persons claiming outwardly to be loyal to the United States, as would buy of them, for the money necessary to support the tottering fabric of rebellion which they called a government. The cotton which is the subject of this controversy was of this class. It had been in the possession and under the control of the Confederate Government, with claim of title. It was captured during the last days of the existence of that government by our forces, and sold by the officers appointed for that purpose, and the money deposited in the treasury. The claimant now asserts a right to this money on the ground that he was was the owner of the cotton when it was so captured. This The Government of the Confederate States can receive no aid from this course of reasoning. It had no existence, except as a conspiracy to overthrow lawful authority. Its foundation was treason against the existing Federal Government. Its single purpose, so long as it lasted, was to make that treason successful. So far from being necessary to the organization of civil government, or to its maintenance and support, it was inimical to social order, destructive to the best interests of society, and its primary object was to overthrow the Government on which these so largely depended. Its existence and temporary power were an enormous evil, which the whole force of the Government and the people of the United States was engaged for years in destroying. claim of right or ownership he must prove in | recognition and administration to the existence the Court of Claims. He attempts to do so by of organized society, were the same, with slight showing that he purchased it of the Confeder- exceptions, whether the authorities of the State ate Government and paid them for it in money. acknowledged allegiance to the true or the false In doing this he gave aid and assistance to the Federal power. They were the fundamental rebellion in the most efficient manner he pos- principles for which civil society is organized sibly could. He could not have aided that cause into government in all countries, and must be more acceptably if he had entered its service respected in their administration under whatand become a blockade runner, or under the ever temporary dominant authority they may guise of a privateer had preyed upon the unof- be exercised. It is only, when in the use of these fending commerce of his country. It is asking powers, substantial aid and comfort was given too much of a court of law sitting under the or intended to be given to the rebellion; when authority of the government then struggling the functions necessarily reposed in the State for existence against a treason respectable only for the maintenance of civil society were perfor the numbers and the force by which it was verted to the manifest and intentional aid of supported, to hold that one of its own citizens, treason against the Government of the Union, owing and acknowledging to it allegiance, can that their acts are void. Texas v. White, 7 by the proof of such a transaction establish a Wall., 700 [74 U. S., XIX., 227]. title to the property so obtained. The proposition that there is in many cases a public policy which forbids courts of justice to allow any validity to contracts because of their tendency to affect injuriously the highest public interests, and to undermine or destroy the safeguards of the social fabric, is too well settled to admit of dispute. That any person owing allegiance to an organized government, can make a contract by which, for the sake of gain, he contributes most substantially and knowingly to the vital necessities of a treasonable conspiracy against its existence, and then in a court of that government base successfully his rights on such a transaction, is opposed to all that we have learned of the invalidity of immoral contracts. A clearer case of turpitude in the consideration of a contract can hardly be imagined unless treason be taken out of the catalogue of crimes. The case is not relieved of its harsh features by the finding of the court that the claimant did not intend to aid the rebellion, but only to make money. It might as well be said that the man who would sell for a sum far beyond its value to a lunatic, a weapon with which he knew the latter would kill himself, only intended to make money and did not intend to aid the lunatic in his fatal purpose. This court, in Hanauer v. Doane, 12 Wall., 342 [79 U. S., XX., 439], speaking of one who set up the same defense, says: "He voluntarily aids treason. He cannot be permitted to stand on the nice metaphysical distinction that although he knows that the purchaser buys the goods for the purpose of aiding the rebellion, he does not sell them for that purpose. The consequences of his acts are too serious to admit of such a plea. He must be taken to intend the consequences of his own voluntary act. This case, and the succeeding one of Hanauer v. Woodruff, 15 Wall., 439 [82 U. S., XXI., 224]. are directly in point in support of our view of the case before us. The recognition of the existence and the validity of the Acts of the so-called Confederate Government, and that of the States which yielded a temporary support to that government stand on very different grounds, and are governed by very different considerations. The latter, in most if not in all instances, merely transferred the existing state organizations to the support of a new and different national head. The same constitutions, the same laws for the protection of property and personal rights remained and were administered by the same officers. These laws, necessary in their When it was overthrown it perished totally. It left no laws, no statutes, no decrees, no authority which can give support to any contract, or any act done in its service, or in aid of its purpose, or which contributed to protract its existence. So far as the actual exercise of its physical power was brought to bear upon individuals, that may, under some circumstances, constitute a justification or excuse for acts otherwise indefensible; but no validity can be given in the courts of this country to acts voluntarily performed in direct aid and support of its unlawful purpose. What of good or evil has flowed from it remains for the consideration and discussion of the philosophical statesman and historian. The judgment of the Court of Claims is af. firmed. Mr. Justice Clifford : I concur in the judgment of the court, solely upon the ground that the purchase of the cotton and the payment of the consideration necessarily tended to give aid to the rebellion, and that all such contracts were void, as contrary to public policy. All such portions of the opinion as enforced that view had their concurrence, but that they dissented from the residue of it as unnecessary to the conclusion. Mr. Justice Davis: I concur in the judgment in this case on the grounds stated by Mr. Justice Clifford. Mr. Justice Field, dissenting: I am compelled to dissent from the judgment of the court in this case, and from the reasons stated in the opinion upon which that judgment is founded. The opinion appears to me to pro |