A resident and citizen of Mississippi brought an action based on
diversity of citizenship in the Federal District Court for the
Eastern District of Louisiana against a partnership and its
individual members who were residents of the Western District of
Louisiana and a Texas corporation which had qualified to do
business in Louisiana and made itself amenable to suit in the
federal courts for either the Eastern or Western District of that
State.
Held: the venue was improper as to the partnership and
its individual members, and the suit was properly dismissed as to
them, since none of the parties was a resident of the Eastern
District of Louisiana within the meaning of §§ 51 and 52 of the
Judicial Code. Pp.
333 U. S.
164-169.
(a) The "residence" of a corporation, within the meaning of the
venue statutes, is only in the state and district in which it was
incorporated. Pp.
333 U. S.
166-168.
(b) While, concededly, the Texas corporation had made itself
amenable to suit in the federal courts of either district in
Louisiana by qualifying to do business in that State, such action
on the part of the corporation did not constitute a waiver by the
partnership and its individual members of the privileges conferred
upon them by the venue statutes. P.
333 U. S.
168.
161 F.2d 289 affirmed.
The District Court for the Eastern District of Louisiana
dismissed as to respondents (residents of the Western District), on
the ground of improper venue, a suit brought against them and a
foreign corporation by a resident of Mississippi. The Circuit Court
of Appeals affirmed. 161 F.2d 289. This Court granted certiorari.
332 U.S. 755.
Affirmed, p.
333 U. S. 169.
Page 333 U. S. 164
MR. CHIEF JUSTICE VINSON delivered the opinion of the Court.
We granted certiorari in this case to consider a question
arising under the federal venue statutes. Petitioner, a resident
and citizen of the Mississippi, brought a negligence action based
on diversity of citizenship in the District Court for the Eastern
District of Louisiana. The defendants in that suit were the
respondents Reich Bros. Construction Company, a partnership, and
its individual members, residents of the Western District of
Louisiana, and Highways Insurance Underwriters, a Texas Corporation
which had qualified to do business in Louisiana pursuant to a
statute of that State.
Section 51 of the Judicial Code provides that,
". . . where the jurisdiction is founded only on the fact that
the action is between citizens of different States, suit shall be
brought only in the district of the residence of either the
plaintiff or the defendant. [
Footnote 1]"
This general provision is qualified by § 52 of the Judicial
Code, which states that ". . . if there are two or more defendants,
residing in different districts of the State, [suit] may be brought
in either district. . . ." [
Footnote 2]
Page 333 U. S. 165
It is conceded by the parties that the Texas corporation,
Highways Insurance, having qualified to do business in Louisiana,
is amenable to suit in the federal courts for either the Eastern or
Western District of that State. [
Footnote 3] The critical issue of the case is whether
Highways Insurance may be regarded as a "resident" of the Eastern
District of Louisiana within the meaning of § 52 of the Judicial
Code, so that respondents Reich Bros. Construction Company and its
individual members may properly be sued as codefendants of the
corporation in the Eastern District of Louisiana, despite the fact
that respondents are residents of the Western District of that
State.
The respondents moved to dismiss the action on the ground of
improper venue. The District Court granted the motion, and the suit
was dismissed as to respondents, leaving the action pending against
the corporation. The Circuit Court of Appeals affirmed. [
Footnote 4]
The issue we are called upon to resolve is a narrow one. We are
not confronted with the abstract question whether, under any
circumstances or for any purposes, a foreign corporation may
properly be regarded as acquiring "residence" in a State other than
that in which it was incorporated. Nor is our problem that of
discovering whether, under State law, a qualified foreign
corporation is treated as a "resident" of the State in
Page 333 U. S. 166
which it is doing business. [
Footnote 5] The sole issue of this case relates to the
construction of the term "residence," appearing in the particular
federal venue statutes under consideration, as it applies to a
foreign corporation.
The "residence" of a corporation, within the meaning of these
statutes, has frequently been the subject of consideration by this
Court for a period of over half a century. Shortly after Congress
had enacted § 51 of the Judicial Code in substantially its present
form, this Court declared that the "residence" of a corporation,
within the meaning of the venue statutes, is only in "the State and
district in which it has been incorporated." [
Footnote 6] Thus, in
Shaw v. Quincy Mining
Co., 145 U. S. 444,
145 U. S. 450,
it was said:
"This statement has been often reaffirmed by this court, with
some change of phrase, but always retaining the idea that the legal
existence, the home, the domicile, the habitat, the residence, the
citizenship of the corporation can only be in the state by which it
was created, although it may do business in other states whose laws
permit it."
For almost sixty years, in an unbroken line of decisions, this
Court has applied the same construction. [
Footnote 7] That view
Page 333 U. S. 167
was reaffirmed as recently as 1946 in the opinion of the Court
in
Mississippi Publishing Corp. v. Murphree, 326 U.
S. 438,
326 U. S. 441.
[
Footnote 8]
Congress has revealed a similar understanding of the term
"residence" when enacting special venue statutes in situations in
which it was intended that, at the election of the plaintiff, a
corporation should become amenable to suit either in the
incorporation or in States in which it is carrying on corporate
activities. In those statutes, Congress has provided that the venue
of such suits should be located not only in the district in which
the corporation is a "resident" or an "inhabitant," but also in
districts in which it may be "found," "transacts business," or has
an agent to receive service of process. [
Footnote 9]
Nor does the decision of this Court in
Neirbo Co. v.
Bethlehem Shipbuilding Corp., 308 U.
S. 165, require that the term "residence" be construed
differently. In that case, the plaintiffs, citizens and residents
of New Jersey, brought suit based on diversity of citizenship
against the defendant, a Delaware corporation, in the Southern
District of New York. This Court held that the venue requirements
in the federal courts may be waived, and that the defendant, since
it had appointed an agent to receive service of process in New York
pursuant to
Page 333 U. S. 168
a statute of that State, might not insist upon suit being
brought in Delaware, the State of its incorporation, or in New
Jersey, the State in which plaintiffs resided. But this Court did
not hold that, in losing the privilege of insisting upon suit in
districts specified in § 51 of the Judicial Code, the defendant
corporation thereby acquired "residence" in New York within the
meaning of the venue statutes. Indeed, the Court specifically
stated that the suit "was not brought
in the district of the
residence of either the plaintiff or the defendant.'" [Footnote 10]
For the reasons stated, we hold that the Highway Insurance
Underwriters, a Texas corporation and respondents' codefendant, is
not a resident of the Eastern District of Louisiana in which suit
was brought, within the meaning of § 52 of the Judicial Code.
While, concededly, the Texas corporation has made itself amenable
to suit in the federal courts of either district in Louisiana by
qualifying to do business in that State, such action on the part of
the corporation may in no way be regarded as a waiver by
respondents of the privileges conferred upon them by the venue
statutes. Section 51, in general terms, provides that a diversity
suit of the sort involved here must be brought either in the
district in which the plaintiff resides or in which the defendant
resides. This suit, brought in the Eastern District of Louisiana,
satisfies neither requirement. Respondents' privilege conferred by
§ 51 can be defeated either by waiver on the part of respondents
or, as provided in § 52, by petitioner's bringing suit against
respondents and others in a district in Louisiana in which one of
the codefendants has acquired residence, but in which respondents
do not reside. Neither circumstance is present here. Respondents
made timely assertion of their privilege, and
Page 333 U. S. 169
may not be deemed to have waived their venue objections. As we
have held, their codefendant, Highway Insurance Underwriters, may
not be regarded as a resident of the Eastern District of Louisiana
in which suit was brought. It follows, therefore, that respondents'
objections to venue were well taken, and that, in sustaining those
objections, the District Court and the Circuit Court of Appeals
reached a result in accord with the requirements of the federal
venue statutes as consistently construed by this Court. If those
requirements are to be altered, it is a task which must be
undertaken by Congress.
Affirmed.
[
Footnote 1]
Act of March 3, 1887, 24 Stat. 552, as corrected by Act of
August 13, 1888, 25 Stat. 433, 28 U.S.C. § 112.
[
Footnote 2]
R.S. § 740, 36 Stat. 1101, 28 U.S.C. § 113. This section, in its
entirety, follows:
"When a State contains more than one district, every suit not of
a local nature, in the district court thereof, against a single
defendant, inhabitant of such State, must be brought in the
district where he resides; but if there are two or more defendants,
residing in different districts of the State, it may be brought in
either district, and a duplicate writ may be issued against the
defendants, directed to the marshal of any other district in which
any defendant resides. The clerk issuing the duplicate writ shall
endorse thereon that it is a true copy of a writ sued out of the
court of the proper district, and such original and duplicate
writs, when executed and returned into the office from which they
issue, shall constitute and be proceeded on as one suit, and, upon
any judgment or decree rendered therein, execution may be issued,
directed to the marshal of any district in the same State."
[
Footnote 3]
See Neirbo Co. v. Bethlehem Ship-building Corp.,
308 U. S. 165;
Oklahoma Packing Co. v. Oklahoma Gas & Electric Co.,
1940,
309 U. S. 4.
[
Footnote 4]
161 F.2d 289.
[
Footnote 5]
See Mississippi Publishing Corp. v. Murphree,
326 U. S. 438,
326 U. S.
443-444;
Neirbo Co. v. Bethlehem Shipbuilding
Corp., 308 U. S. 165,
308 U. S. 175;
Ex parte Schollenberger, 96 U. S. 369,
96 U. S.
377.
[
Footnote 6]
Shaw v. Quincy Mining Co., 145 U.
S. 444,
145 U. S.
449.
[
Footnote 7]
Southern Pacific Co. v. Denton, 146 U.
S. 202,
146 U. S. 205;
In Re Keasbey and Mattison Co., 160 U.
S. 221,
160 U. S. 229;
Macon Grocery Co. v. Atlantic Coast Line R. Co.,
215 U. S. 501,
215 U. S. 509;
Ladew v. Tennessee Copper Co., 218 U.
S. 357,
218 U. S. 367;
Male v. Atchison, Topeka & Santa Fe R. Co.,
240 U. S. 97,
240 U. S. 102;
General Investment Co. v. Lake Shore & Michigan Southern R.
Co., 260 U. S. 261,
260 U. S.
274-279;
Seaboard Rice Milling Co. v. Chicago, Rock
Island & Pacific R. Co.,,
270 U.
S. 363,
270 U. S. 366;
Luckett v. Delpark, Inc., 270 U.
S. 496,
270 U. S. 499;
Burnrite Coal Briquette Co. v. Riggs, 274 U.
S. 208,
274 U. S. 211.
And see In re Hohorst, 150 U. S. 653,
150 U. S. 662;
Galveston, Harrisburg and San Antonio R. Co. v. Gonzales,,
151 U. S. 496,
151 U. S.
503-504,
151 U. S.
506.
[
Footnote 8]
Section 52 of the Judicial Code qualifies or provides an
exception to the general provisions of § 51. There would be no
basis for the suggestion that Congress intended to attribute a
meaning to the term "residence" in § 51 different from that in §
52.
[
Footnote 9]
See, e.g., § 12 of the Clayton Act, 38 Stat. 736, 15
U.S.C. § 22:
"Any suit, action, or proceeding under the antitrust laws
against a corporation may be brought not only in the judicial
district whereof it is an inhabitant, but also in any district
wherein it may be found or transacts business, and all process in
such cases may be served in the district of which it is an
inhabitant, or wherever it may be found."
See also § 48 of the Judicial Code, 29 Stat. 695. 28
U.S.C. § 109; § 4 of the Clayton Act, 38 Stat. 731, 15 U.S.C. § 15;
36 Stat. 291, 45 U.S.C. § 56.
[
Footnote 10]
Neirbo v. Bethlehem Shipbuilding Corp., 308 U.
S. 165,
308 U. S.
167.