A nationally bank held
not suable in a state where it
had no place of business, resident officer, or employees or
business attended to by its officer or employees, but where
deposits were kept and business transacted on its behalf by local
banks as its correspondents. P. 261 U. S.
Error to an order of the district court setting aside an
attempted service of summons.
MR. JUSTICE BRANDEIS delivered the opinion of the Court.
The Bank of America, a New York corporation, brought this action
in the Federal Court for the Southern District of New York against
the Whitney Central National Bank, which has its banking house and
usual place of business at New Orleans, Louisiana. Service of
process was made solely by delivering a summons to its president
while temporarily in New York. Defendant appeared specially,
challenged the jurisdiction of the court, and moved that the
service be set aside. The questions of fact arising on the motion
were referred to a special master to take proofs and make findings.
The motion was heard upon his report, and the service was set
Page 261 U. S. 172
on the ground that defendant was not amenable to process within
the district. The case is here under § 238 of the Judicial Code;
the question of jurisdiction having been duly certified. The sole
question for decision is whether, at the time of the service of the
process, defendant was doing business within the district in such
manner as to warrant the inference that it was present there.
Philadelphia & Reading Ry. Co. v. McKibbin,
243 U. S. 264
243 U. S. 265
Rosenberg Bros. & Co., Inc. v. Curtis Brown Co.,
260 U. S. 516
The facts relied upon to establish presence of the defendant
within the district consist wholly of its relations to the Hanover
National Bank and five other banks whose places of business are
located in New York, and of transactions conducted through them.
Each of these six banks is what is commonly called a correspondent
of the defendant. In each, the Whitney Central carries continuously
an active regular deposit account. But its transactions with these
banks are not limited to making deposits and drawing against them.
Superimposed upon the simple relation of bank and depositor are
numerous other transactions which necessarily involve also the
relationship of principal and agent. These additional transactions
conducted by the correspondent banks include payment in New York of
drafts drawn, with accompanying documents, against letters of
credit issued by defendant at New Orleans, the receipt in New York
from brokers and others of securities in which the Whitney Central
or its depositors are interested, and the delivery of such
securities, the making of payment to persons in New York for such
securities, the holding of such securities on deposit in New York
for long periods and arranging substitution of securities, the
cashing, under specific instructions from defendant given in New
Orleans, of checks drawn on it by third parties with whom it had no
banking or deposit relations, the receipt in New York
Page 261 U. S. 173
from third parties, with whom defendant apparently had no
banking relations, of deposits of moneys for account of its
The Whitney Central had what would popularly be called a large
New York business. The transactions were varied, important, and
extensive. But it had no place of business in New York. None of its
officers or employees was resident there. Nor was this New York
business attended to by any one of its officers or employees
resident elsewhere. Its regular New York business was transacted
for it by its correspondents -- the six independent New York banks.
They, not the Whitney Central, were doing its business in New York.
In this respect, their relationship is comparable to that of a
factor acting for an absent principal. The jurisdiction taken of
foreign corporations, in the absence of statutory requirement or
express consent, does not rest upon a fiction of constructive
presence, like "qui facit per alium facit per se.
flows from the fact that the corporation itself does business in
the state or district in such a manner and to such an extent that
its actual presence there is established. That the defendant was
not in New York, and hence was not found within the district, is
Whether a national bank could under any circumstances be
subjected. without its consent, to suit in a state or district
other than that in which it is authorized to locate its banking
house we have no occasion to consider in this case. *
Revised Statutes, § 5190 and other acts
concerning the place in which a national bank may do business. 29
Op.Atty.Gen., 81, 98, and concerning the district in which a
national bank may be sued. See
Revised Statutes, § 5198;
Act July 12, 1882, c. 290, § 4, 22 Stat. 162; Act August 13, 1888,
c. 866, § 4, 25 Stat. 433; Judicial Code, § 24, subd. 16; First
National Bank of Charlotte v. Morgan, 132 U.
, 132 U. S. 145
Continental National Bank of Memphis v. Buford,
191 U. S. 119
191 U. S. 123