1. Massachusetts Statutes 1909, c. 490, Part III, §§ 70 and 71,
provides, as the exclusive remedy for recovering a tax illegally
exacted under the act, a petition to the Supreme Judicial Court and
prompt repayment by the the sum there adjudged, and relieves the
collector from liability to personal action. P. 258 U. S.
2. The time fixed for filing the petition -- six months -- is
reasonable. P. 258 U. S.
Page 258 U. S. 35
3. In the absence of a controlling act of Congress, the right of
a foreign corporation to recover taxes exacted under an
unconstitutional state statute may be confined by the state law to
the direct responsibility of the state and the collector of the
taxes be thereby relieved of personal liability, even when sued in
the federal court, at least where the remedy afforded is adequate.
P. 258 U. S.
whether the proceeding given by the
Massachusetts statute, supra,
could be instituted in the
federal district court? P. 258
U. S. 39
5. The Constitution, standing alone, does not create a
paramount, unchangeable liability to an action of tort on the part
of all persons who may take part in enforcing a state law that it
invalidates, but leaves the remedies to Congress and the states. P.
258 U. S.
Error to judgments for damages rendered by the district court in
actions to recover corporation excise taxes collected by the
defendant and alleged and found to have been exacted by duress
under an unconstitutional statute.
Page 258 U. S. 36
MR. JUSTICE HOLMES delivered the opinion of the Court.
These are suits by foreign corporations to recover taxes alleged
to have been paid to the defendant, the Treasurer of Massachusetts,
under duress, and in obedience to statutes held by this Court to be
unconstitutional in International Paper Co. v.
Massachusetts, 246 U. S. 135
Page 258 U. S. 37
Locomobile Co. v. Massachusetts, 246 U.
. On the merits, the defendant says that these
taxes were collected under St.1909, c. 490, Part III, § 56, held
valid in Baltic Mining Co. v. Massachusetts, 231 U. S.
; that the maximum limit to the tax fixed by that
statute, which saved it, was supposed by this Court in the later
decisions mentioned to have been removed by a later Act of 1914, c.
724 ( 246 U. S. 246
U.S. 145); but that, since that time, the Supreme Judicial Court of
Massachusetts has held that the Act of 1909 was independent of the
statute of 1914, and remained valid and unaffected by the latter
unconstitutional act (Liquid Carbonic Co. v. Commonwealth,
232 Mass.19; Lawton Spinning Co. v. Commonwealth,
Mass. 28). It also says that, by § 70 of the Act of 1909, any
corporation aggrieved by the exaction of the tax may, within six
months after payment, apply by petition to the Supreme Judicial
Court, which shall be the exclusive remedy; that there is a
provision in § 71 for prompt repayment of any sum adjudged to have
been illegally exacted, and that these sections are a bar to a
It is unnecessary to go farther than to say that we agree with
the defendant upon the latter point. As to the construction of the
words, they mean, we have no doubt, what was expressed more at
length in an earlier statute on the same matter, that the
"shall take the place of any and all actions which might
otherwise be maintained by such corporation on account of the
assessment and collection of such tax, and shall be the exclusive
Stat. 1867, c. 52, § 4; continued with slight change in Pub.Sts.
(1882), c. 13, § 66, and abridged to the present form in Rev.Laws
(1902), c. 14, § 67. The words embodied a fixed policy of the state
and must stand whether the levy of the tax is good or bad.
But it is said that a state cannot tie up the plaintiffs to
suits in its own courts, and this objection coupled with the
suggestion that the legislature might shorten the time
Page 258 U. S. 38
still farther or deny all remedy, if the defense is good,
prevailed with the judge who decided these cases, as appears from
International Paper Co. v. Burrill,
260 F. 664, 668, 669.
We may dispose of the latter point first. The time for filing the
petition is not unreasonably short for this class of cases,
considering that the statute is dealing with taxes, on the one
side, and business organizations, on the other. And it by no means
follows that a legislature may establish an unreasonable limitation
because it may establish a reasonable one. We may lay on one side
too the cases that show that states cannot confine parties to their
own courts for the assertion of admitted rights. The question here
is whether the state could not limit the right of foreign
corporations coming into it and the liability of its own citizens
in the way supposed. It is true that it cannot constitutionally
impose certain taxes upon foreign corporations, but if the law of
the United States stops there, we do not perceive why the state may
not provide that only the author of the wrong shall be liable for
it, at least when, as here, the remedy offered is adequate, and
backed by the responsibility of the state. That it may do so is
implied in Arkansas Building & Loan Association v.
Madden, 175 U. S. 269
175 U. S. 274
The Constitution, standing alone, without more, does not create
a paramount unchangeable liability to an action of tort on the part
of all persons who may take part in enforcing a state law that it
invalidates. It leaves the remedies to Congress and the states.
Congress, acting under the Constitution, has given to the courts of
the United States a jurisdiction in equity that, speaking broadly,
is the same in all the states and follows its own rules. Rev.Stats.
§ 913; Boyle v.
6 Pet. 648, 31 U. S. 658
McConihay v. Wright, 121 U. S. 201
But, as to trials at common law, except when the Constitution,
treaties or statutes of the United States otherwise require or
provide, the laws of the states are the rules of decision.
Page 258 U. S. 39
§ 721. Congress has made no provision that governs the liability
in this case, and therefore has left it to the law of the state
where the wrong is done. If there were no statute, the common law
of Massachusetts would supplement the Constitution as it would
supplement the statutes of the state. But the common law of
Massachusetts is not superior to its statutes, and may be modified
by them at the pleasure of the state, at least until in some
substantial sense it impairs substantive constitutional rights,
which it has not attempted to do. Whether, in an otherwise proper
case, the proceeding given by the statute could be instituted in
the district court is not before us here. See Ames v.
Kansas, 111 U. S. 449
Madisonville Traction Co. v. Saint Bernard Mining Co.,
196 U. S. 239
MR. JUSTICE PITNEY, being absent, took no part in the