James Moore Wayne

“ On principle, therefore, and in the absence of all positive authority to the contrary, it must be considered as wholly immaterial, with a view to the validity of any legal act, what one or a few members of a numerous incorporated society have thought, or wished, or done in regard to it. 'A corporation,' as the greatest jurist of our day expresses it, 'consists of the whole, formed of its members. The will of a corporation is not merely the concurring will of all its members, but that even of a bare majority of them. ”

“ That being ascertained, the veil of the corporation is again thrown over the individuals, and in all other respects-in all matters of procedure in all things concerning rights, obligations and remedies, the Circuit Court, like the ordinary tribunals of general jurisdiction, loses sight of the individuals, and sees nothing but the legal entity, the corporation. The questions of jurisdiction, and of procedure, are totally distinct from, and independent of each other, and there can be no just reasoning from one to the other. ”

“ A corporation may have a residence, but, as this court has solemnly decided, it cannot be a citizen.
The supposed analogy between a corporation and a state is rather fanciful than real. When a state is called a corporation, or a corporation a state, it is a mere figure of speech. They are as different from each other as the creator and the thing created. A state is the lawmaker, above and independent of the law. A corporation is a creature of the law, a modified association of individuals, and, like other associations of individuals, subject to the law. ”

“ Surely if any thing is settled beyond all controversy, it is that an individual member of a corporation, or any number of members less than the whole united under the corporate name, and in the corporate character, cannot be sued on a contract of the corporation. ”

“ It is impossible so to torture that act as to make it mean that a party having a demand against a corporation, founded on a contract of the corporation, might sue a part of the members, and obtain judgment against them exclusively of the rest. In the case of a private partnership Congress might authorize the suing of a part of the members of the firm for a partnership obligation, because they are all individually bound, and whether they shall be proceeded against jointly or severally is mere matter of procedure. ”

“ Nothing can be more irresistible than the conclusion to be drawn from these premises, that a plea to a suit brought against a corporation created, established, and transacting all its business in South Carolina, with its president, directors, and all its constitutional organs there, that one or two individual stockholders reside in a neighboring state, and so that the body is exempt from suit in the forum domicilii, is frivolous and impertinent. ”

“ The truth is, the moment it is admitted that a party may appear voluntarily, or be held in any other way to answer in any state, which is neither his own nor that of his adversary, the whole matter is settled to be one of mere procedure and service of process; jurisdiction is no wise involved in it, for that is matter of fundamental law, and not at the discretion of parties. ”

“ The constitutional grant of judicial power extends to controversies 'between citizens of different states.' The words in the legislative grant of jurisdiction, 'of the state where the suit is brought and a citizen of another state,' are obviously no more than equivalent terms to confine suits in the Circuit Courts to those which are 'between citizens of different states.' The words in the Constitution then are just as operative to ascertain and limit jurisdiction as the words in the statute. ”

“ The corporate body consists of all the stockholders, and acts by a name comprehending all the stockholders. These stockholders reside all over the United States, but being in their corporate capacity, in which alone they act, a mere legal entity, invisible, inaudible, incorporeal, they act by agents. It may well be doubted, and is doubted, whether the residence of those agents can fix the residence of the corporation,' and the statute of limitations prevailed against the bank. ”

“ Jurisdiction, in one sense, in cases of corporations, exists in virtue of the character of members, and must be maintained in the courts of the United States, unless citizens can exempt themselves from their constitutional liability to be sued in those courts, by a citizen of another state, by the fact, that the subject of controversy between them has arisen upon a contract to which the former are parties, in their corporate and not in their personal character. ”

“ At any rate, the most scrupulous adherence to the letter of the Constitution could not require more than an averment that the majority of an incorporated company were citizens of a different state, for that majority wills and acts for the whole is, indeed, in legal contemplation, the whole, to all judicial intents and purposes whatsoever. ”

“ Woodward, 4 Wheat., 636, this court says, 'a corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence. ”

“ Like a citizen it makes contracts, and though in regard to what it may do in some particulars it differs from a natural person, and in this especially, the manner in which it can sue and be sued, it is substantially, within the meaning of the law, a citizen of the state which created it, and where its business is done, for all the purposes of suing and being sued. And in coming to this conclusion, as to the character of a corporation, we only make a natural inference from the language of this court upon another occasion, and assert no new principle. ”

“ The whole argument for the defendant in error, is an effort to construe the Constitution and the Judiciary act, or rather to evade their natural sense, by means of legal subtleties and fictions. The constitution declares that the party shall be a citizen, that is, a natural person having a domicil and a certain civil status in a state. ”

“ Strawbridge, 3 Cranch, 267, it was settled, that each distinct interest must be represented by persons, all of whom are entitled to sue or be sued in the federal courts. But this leaves open the question, whether all the private members of a corporation are properly the persons by whom a distinct interest is represented, when the corporation sues, or is sued. The interest of the corporation is, in fact, represented by the official members of the company. The real plaintiffs are those who have the right to sue, and the defendants those who may be compelled to plead. ”

“ A corporation, or to speak in the more accurate and scientific language of the continental jurists, 'a juridical person,' is, as I have said, a creature of the law, known to it under a given name, whose essence is in that name, and the social identity it implies-whose capacities are defined in its charter whose will is expressed under its seal-whose unity is attected by no change in the parts that compose it-and whose existence survives the deaths of its members. ”

“ In other words, they ruled, Chief Justice Marshall expressly declares, that the state qua stockholder in a private company laid down its sovereignty, and became a citizen, and might be sued as such. But if a state, which is a corporation, and the greatest of all, can be sued as being, under certain circumstances, a citizen in legal contemplation, why should not any other corporation be considered, for the furtherance of a plain constitutional remedy, as a citizen for judicial purposes. ”

“ The Supreme Court has jurisdiction between the states of the confederacy, and before the 11th amendment, the states were liable to be sued as corporations. But though the corporate interests of the whole community are at stake in such a controversy; agreeably to the principles of legal procedure, no notice is taken of any person as defendant, but those who have the right to exercise the powers of government. In the English courts, when a foreign state is the suitor, the head of the state is the only person that is recognized as the plaintiff. ”

“ It is no sound objection that in pushing the analysis beyond the first corporation to the second, you may meet with a third and so on through many. The object of all judicial investigation is truth, and where it is attainable, there is surely nothing absurd or ridiculous in pursuing it through every cover to the end. ”