Ohio & Mississippi Railroad Company v. Wheeler, 66 U.S. 286 (1861)
U.S. Supreme CourtOhio & Mississippi Railroad Company v. Wheeler, 66 U.S. 1 Black 286 286 (1861)
Ohio & Mississippi Railroad Company v. Wheeler
66 U.S. (1 Black) 286
1. A corporation exists only in contemplation of law, and by force of law, and can have no legal existence beyond the bounds of the sovereignty by which it is created. It must dwell in the place of its creation.
2. A corporation is not a citizen within the meaning of the Constitution of the United States, and cannot maintain a suit in a court of the United States against the citizen of a different state from that by which it was chartered unless the persons who compose the corporate body are all citizens of that state.
3. In such case, they may sue by their corporate name, averring the citizenship of all the members, and such a suit would be regarded as the joint suit of individual persons, united together in the corporate body and acting under the name conferred upon them for the more convenient transaction of business, and consequently entitled to maintain a suit in the courts of the United States against a citizen of another state.
4. Where a corporation is created by the laws of a state, the legal presumption is that its members are citizens of the state in which alone the corporate body has a legal existence.
5. A suit by or against a corporation, in its corporate name, must be presumed to be a suit by or against citizens of the state which created the corporate body, and no averment or evidence to the contrary is admissible for the purpose of withdrawing the suit from the jurisdiction of a court of the United States.
6. A corporation endued with the capacities and faculties it possesses by the cooperating legislation of two states cannot have one and the same legal being in both states. Neither state could confer on it a corporate existence in the other nor add to or diminish the powers to be there exercised.
7. The two corporations, deriving their powers from distinct sovereignties, and exercising them within distinct limits, cannot unite as plaintiffs in a suit in a court of the United States against a citizen of either of the states which chartered them.
This was assumpsit brought in the Circuit Court of the United States for the District of Indiana against Wheeler, a
citizen of that state, to recover the amount due on his subscription to the stock of the Ohio & Mississippi Railroad company. The declaration described the plaintiffs as
"The President and Directors of the Ohio & Mississippi Railroad company, a corporation created by the laws of the States of Indiana and Ohio and having its principal place of business in Cincinnati, in the State of Ohio, a citizen of the State of Ohio."
The defendant pleaded to the jurisdiction as follows:
"And the said Henry D. Wheeler, in his own proper person, comes and defends &c., and says that this Court ought not to have or take further cognizance of the action aforesaid; because, he says, that at the time of the commencement of this suit, and ever since, he was and has been a citizen of the State of Indiana, and is now such citizen; that the plaintiff, before and at the time of the commencement of this action, was, and ever since has been and now is a citizen of the same State of Indiana, in this, to-wit, that then, and during all that time, and now, the plaintiff was, has been, and is a body politic and corporate, created, organized, and existing in the same state, under and by virtue of an act of the General Assembly of the State of Indiana, entitled 'An act to incorporate the Ohio & Mississippi Railroad company,' approved February 14, 1848, and an act of said general assembly, entitled 'An act to amend an act to incorporate the Ohio & Mississippi Railroad company,' approved January 15, 1849; and that under and by virtue of said acts, the railroad therein mentioned, so far as the same was by said acts contemplated to be situate in the State of Indiana, was long before the commencement of this suit, to-wit, on the first day of January, 1856, built and completed, and has been ever since that time, and now is, used and operated in said district by the plaintiff. And this the said defendant is ready to verify. Wherefore he prays judgment whether this Court can or will take further cognizance of the action aforesaid."
This plea was sworn to. The plaintiff filed a general demurrer, and the defendant joined in demurrer.
"And thereupon the judges of the court were opposed in
opinion on the following question presented by the said pleadings: has this court, on the facts presented by said pleadings, jurisdiction of this case?"
This was, of course, the only question before the Supreme Court.