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One of the leading cases in which the gen- I longing to a state may be abundantly suffieral question has been examined is Corfield cient for the use of the citizens of that state, V. Coryell, decided by Mr. Justice Washing. but might be totally exhausted and destroyed ton at the circuit. He said: “The inquiry if the legislature could not so regulate the is, What are the privileges and immunities use of them as to exclude the citizens of the of citizens in the several states? We feel no other states from taking them, except under hesitation in confining these expressions to such limitations and restrictions as the laws those privileges and immunities which are, may prescribe.” in their nature, fundamental; which belong, Upon these grounds rests the decision in of right, to the citizens of all free govern. McCready v. Virginia, 94 U. S. 391, 395 (24: ments, and which have, at all times, been en- 248, 249], sustaining a statute of Virginia joyed by the citizens of the several states prohibiting the citizens of other states from which compose this Union from the time of planting oysters in a river in that state
their becoming free, independent, and sover where the tide ebbed and flowed. Chief Jus. (249Jeign. *What these fundamental principles tice Waite, speaking for the court in that
are, it would perhaps be more tedious than case, said: “These [the fisheries of the state)
In Paul v. Virginia, 8 Wall. 168 180 the particular privileges and immunities of (19: 357, 360), the court observed that "it citizens, which are clearly embraced by the was undoubtedly the object of the clause in general description of privileges deemed to be question to place the citizens of each state fundamental; to which may be added the upon the same footing with citizens of other elective franchise as regulated and
states, so far as the advantages resulting tablished by the laws Constitution of the state in which it is to be ex cerned. It relieves them from the disabili.
from citizenship in those states are conercised. These, and many others which
ties of alienage in other states; it inhibits might be mentioned, are, strictly, speaking, discriminating legislation against them by privileges and immunities, and the enjoy other states; it gives them the right of free ment of them by the citizens of each state ingress into other states, and egress from in every other state was manifestly calculated (to use the expression of the preamble them; it insures to them in other states the to the corresponding provision in the old same freedom *possessed by the citizens of
those states in the acquisition and enjoy. Articles of Confederation) the better to se. cure and perpetuate mutual friendship and ment of property and in the pursuit of hapintercourse anong the people of the different piness;, and it secures to them in other states of the Union.” • 4 'Wash. C. C. 371, has been justly said that no provision in the
states the equal protection of their laws. It 380.
Constitution has tended so strongly to conThese observations of Mr. Justice Wash-stitute the citizens of the United States one Ington were made in a case involving the people as this. Lemmon v. The People, 20 N. validity of a statute of New Jersey regulat- | Y. 607. Indeed, without some provision of ing the taking of oysters and shells on banks the kind, removing from the citizens of each or beds within that state and which exclud state the disabilities of alienage in the other ed inhabitants and residents of other states states, and giving them equality of privilege from the privilege of taking or gathering with citizens of those states, the Republic clams, oysters, or shells on any of the rivers, would have constituted little more than a bays, or waters in New Jersey, not wholly league of states; it would not have constiowned by some person residing in the state. tuted the Union which now exists." The statute was sustained upon the ground Ward v. Maryland, 12 Wall. 418, 430 (20:
that it only regulated the use of the common 449,453], involved the validity of a statute (260)property of the citizens of New Jersey, which of Maryland requiring all traders, not being
could not be enjoyed by others without the permanent residents of the state, to take out tacit consent or the express permission of the licenses for the sale of goods, wares, or mer. sovereign having the power to regulate its chandise in Maryland, other than agricul. use. The court said: “The oyster beds be. 'tural products and articles there manufac.
tured. This court said: “Attempt will not cases rest cannot, however, stand, if it be adbe made to define the words ‘privileges and judged to be in the power of one state, when immunities,' or to specify the rights which establishing regulations for the conduet of they are intended to secure and protect, be- private business of a particular kind, to give yond what may be necessary to the decision its own citizens essential privileges conof the case before the court. Beyond doubt nected with that business which it denies to those words are words of very comprehensive citizens of other states. By the statute in meaning, but it will be sufficient to say that question the British company was to be the clause plainly, and unmistakably secures deemed and taken to be a corporation of Ten. and protects the right of a citizen of one state nessee, with authority to carry on its busito pass into any other state of the Union for ness in that state. It was the right of cit. the purpose of engaging in lawful commerce, izens of Tennessee to deal with *it, as it was(253) trade, or business without molestation; to their right to deal with corporations created acquire personal property, to take and hold by Tennessee. And it was equally the right real estate, to maintain actions in the courts of citizens of other states to deal with that of the states, and to be exempt from any corporation. The state did not assume to higher taxes or excises than are imposed declare, even if it could legally have deby the state upon its own citizens. Compre- clared, that that company, being admitted to hensive as the power of the states is to lay do business in Tennessee, should transact and collect taxes and excises, it is neverthe business only with citizens of Tennessee, or less clear, in the judgment of the court, that should not transact business with citizens of the power cannot be exercised to any extent other states. No one would question the in a manner forbidden by the Constitution; right of the individual plaintiffs in error, and inasmuch as the Constitution provides although not residents of Tennessee, to sell that the citizens of each state shall be en- their goods to that corporation upon such titled to all privileges and immunities of terms in respect of payment as might be citizens in the several states, it follows that agreed upon, and to ship them to the corthe defendant might lawfully sell, or offer or poration at its place of business in that
expose for sale, within the district described state. But the enjoyment of these rights (262)in the indictment, any goods which the per- is materially obstructed by the statute in
manent residents of the state might sell, or question; for that statute, by its necessary offer or expose for sale in that district, with operation, excludes citizens of other states out being subjected to any higher tax or ex- from transacting business with that corpocise than that exacted by law of such perma- ration upon terms of equality with citizens nent residents.”
of Tennessee. By force of the statute alone, In the Slaughter-House Cases, 16 Wall. citizens of other states, if they contracted at 36, 77 [21: 394, 409], the court, referring all with the British corporation, must have to what was said in Paul v. Virginia, done so subject to the onerous condition that above cited, in reference to the scope if the corporation became insolvent its ag. and meaning of section two of article sets in Tennessee should first be applied to IV. of the Constitution, said: “The constitu- meet its obligations to residents of that tional provision there alluded to did not cre- state, although liability for its debts and enate those rights which it called privileges gagements was “to be enforced in the manner and immunities of citizens of the several provided by law for the application of the states. It threw around them in that clause property of natural persons to the payment no security for the citizen of the state in of their debts, engagements, and contracts." which they were claimed or exercised. Nor But, clearly, the state could not in that mode did it profess to control the power of the secure exclusive privileges to its own citistate governments over the rights of its own zens in matters of business. If a state should citizens. Its sole purpose was to declare to attempt, by statute regulating the distributhe several states that whatever those tion of the property of insolvent individuals rights, as you grant or establish them to among their creditors, to give priority to your own citizens, or as you limit or qualify, the claims of such individual creditors as er impose restrictions on their exercise, the were citizens of that state over the claims of same, neither more nor less, shall be the individual creditors citizens of other states, measure of the rights of citizens of other such legislation would be repugnant to the states within your jurisdiction.”
Constitution upon the ground that it with. In Cole v. Cunningham, 133 U. S. 107, 113, held from citizens of other states as such, 114 (33: 538,542], this court cited with ap- and because they were such, privileges proval the language of Justice Story, in his granted to citizens of the state enacting it. Commentaries on the Constitution, to the Can a different principle apply, as between effect that the object of the constitutional individual citizens of the several states, when guaranty was to confer on the citizens of the the assets to be distributed are the assets of several states "a general citizenship, and to an insolvent private corporation lawfully communicate all the privileges and immuni- engaged in business and having the power to[254) ties which the citizens of the same state contract with citizens residing in states would be entitled to under like circum- other than the one in which it is located ? stances, and this includes the right to insti. It is an established rule of equity that tute actions."
when a corporation becomes insolvent it is These principles have not been modified by so far civilly dead that its property may be any subsequent decision of this court. administered as a trust fund for the benefit
The_foundation upon which the above l of its stockholders and creditors (Graham v.
La Crosse & M. Railroad Co. 102 U. S. 148, statute requiring every foreign corporation 161 [26: 106, 111]),—not simply of stock named in it, as a condition of obtaining a li. holders and creditors residing in a particular cense or permit to transact business in that state, but all stockholders and creditors of state, to stipulate that it would not remove whatever state they may be citizens. In into the Federal courts suits that were reWabash, St. L. & P. Railway Co. v. Ham, movable from the state courts under the laws 114 U. S. 587, 594 [29: 235, 238], it was said of the United States, was void because it made that the property of a corporation was a the right to do business under a license or trust fund for the payment of its debts, in permit dependent upon the surrender by the the sense that when the corporation was law. corporation of a privilege secured to it by the fully dissolved and all its business wound up, Constitution. This principle was recogor when it was insolvent, all its creditors nized in Barrow Steamship Co. v. Kane, 170 were entitled in equity to have their debts U. S. 100, 111 [42: 964, 968), in which, after paid out of the corporate property before referring to the constitutional and statutory any distribution thereof among the stock provisions defining the jurisdiction of the holders. In Hollins v. Brierfield Coal & Iron circuit courts of the United States, this Co. 150 U. S. 371, 385 [37: 1113, 1117], court said: “The jurisdiction so conferred it was observed that a private corporation, upon the national courts cannot be abridged when it becomes insolvent, holds its assets or impaired by any statute of a state. Hyde subject to somewhat the same kind of equi- v. Stone, 20 How. 170, 175 [15: 874, 876); table lien and trust in favor of its creditors Smyth v. Ames, 169 U. S. 466, 516 [42: 819, that exist in favor of the creditors of a part. 838). It has therefore been decided that a nership after becoming insolvent, and that statute which requires all actions against a in such case a lien and trust will be enforced county to be brought in a county court does by a court of equity in favor of creditors. not prevent the circuit court of the United These principles obtain, no doubt, in Ten- States from taking jurisdiction of such an nessee, and will be applied by its courts in action; Chief Justice Chase saying that 'no all appropriate cases between citizens of that statute limitation of suability can defeat a state, without making any distinction be- jurisdiction given by the Constitution.' tween them. Yet the courts of that state Cowles v. Mercer *County, 7 Wall, 118, 122 are forbidden, by the statute in question, to [19: 86, 88); Lincoln County v. Luning, 133 recognize the right in equity of citizens re- U. S. 529 (33: 766); Chicot County v. Sher. siding in other states to participate upon wood, 148 U. S. 529 (37: 546). So statutes terms of equality with citizens of Tennessee requiring, foreign corporations, as a condi. in the distribution of the assets of an in- tion of being permitted to do business within solvent foreign corporation lawfully doing the state, to stipulate not to remove into the business in that state.
courts of the United States suits brought We hold such discrimination against citi. against them in the courts of the state, have zens of other states to be repugnant to the been adjudged to be unconstitutional and second section of the fourth article of the void. Home Ins. Co. v. Morse, 20 Wall. 445 Constitution of the United States, although, (22: 365); Barron v. Burnside, 121 U. S. 186 generally speaking, the state has the power [30: 915, 1 Inters. Com. Rep. 295] ; Southern to prescribe the conditions upon which for: Pacifio Co. v. Denton, 146 U. S. 202 [3C eign corporations may enter its territory for 943).” See Ducat v. Chicago, 10 Wall. 410, purposes of business. Such a power cannot 415 (19: 972, 973).
be exerted with the effect of defeating or We must not be understood as saying that impairing rights secured to citizens *of the a citizen of one state is entitled to enjoy in
several states by the supreme law of the land. another state every privilege that may be Indeed, all the powers possessed by a state given in the latter to its own citizens. There must be exercised consistently with the priv: are privileges that may be accorded by a ileges and immunities granted or protected state to its own people in which citizens of by the Constitution of the United States. other states may not participate except in
In Lafayette Ins. Co. v. French, 18 How. conformity to such reasonable regulations 404, 407 [15: 451, 453], Mr. Justice Curtis, as may be established by the state. For inspeaking for this court, said: “A corpora- stance, a state cannot forbid citizens of other tion created by Indiana can transact business states from suing in its courts, that right in Ohio only with the consent, express or im- being enjoyed by its own people; but it may plied, of the latter state. This consent may require a nonresident, although a citizen of be accompanied by such conditions as Ohio another state, to give bond for costs, slmay think fit to impose; and these condi- though such bond be not required of a resi. tions must be deemed valid and effectual by dent. Such a regulation of the internal afother states and by this court, provided they fairs of a state cannot reasonably be char. are not repugnant to the Constitution and acterized as hostile to the fundamental laws of the United States, or inconsistent rights of citizens of other states. So, a with those rules of public law which secure state may, by rule uniform in its operation the jurisdiction and authority of each state as to citizens of the several states, require from encroachment by all others, or that residence within its limits for a given time principle of natural justice which forbids before a citizen of another state who becomes condemnation without opportunity for de- a resident thereof shall exercise the right of fense." It was accordingly adjudged in Bar. suffrage or become eligible to office. It has ron v. Burnside, 121 U. S. 186, 200 [30: 915, never been supposed that regulations of that 920, 1 Inters. Com. Rep. 295), that an Iowa' character materially interfered with the en
joyment by citizens of each state of the priv- , with or incurring liabilities to citizens of ileges and immunities secured by the Con- other states. It permitted that corporation stitution to citizens of the several states. to contract with citizens of other states, and The Constitution forbids only such legisla- then, in effect, provided that all such con. tion affecting citizens of the respective states tracts should be subject to the condition (in as will substantially or practically put a case the corporation became insolvent) that citizen of one state in a condition of alienage creditors residing in other states should when he is within or when he removes to an- stand aside, in the distribution by the Tenother state, or when asserting in another nessee courts of the assets of the corporastate the rights that commonly appertain tion, until creditors residing in Tennessee to those who are part of the political com- were fully paid-not out of any funds or
munity known as the people of the United property specifically set aside as a trust (257]States, by and *for whom the government of fund, and at the outset put into the custody
the Union was ordained and established. of the state, for the exclusive benefit, or for
Nor must we be understood as saying that the benefit primarily, of Tennessee creditors, a state may not, by its courts, retain within but-out of whatever assets of any kind the its limits the assets of a foreign corporation, corporation might have in that state when in order that justice may be done to its own insolvency occurred. In other words, 80 citizens; nor, by appropriate action of its ju- far as Tennessee legislation is concerned, dicial tribunals, see to it that its own citi. while this corporation could lawfully have zens are not unjustly discriminated against contracted with citizens of other states, by reason of the administration in other those citizens cannot share in its general asstates of the assets there of an insolvent cor- sets upon terms of equality with citizens of poration doing business within its limits. that state. If such legislation does not deFor instance, if the Embreeville Company ny to citizens of other states, in respect of had property in Virginia at the time of its matters growing out of the ordinary transinsolvency, the Tennessee court administer actions of business, privileges that are acing its assets in that state could take into corded to it by citizens of Tennessee, it is account what a Virginia creditor, seeking to difficult to perceive what legislation would participate in the distribution of the com- effect that result. pany's assets in Tennessee, had received or We adjudge that when the general propwould receive from the company's assets in erty and assets of a private corporation Virginia, and make such order touching the lawfully doing business in a state are in assets of the company in Tennessee as would course of adminstration by the courts of protect Tennessee creditors against wrong- such state, creditors who are citizens of othful discrimination arising from the partic- er states are entitled, under the Constitution ular action taken in Virginia for the benefit of the United States, to stand upon the same of creditors residing in that commonwealth. plane with creditors of like class who are
It may be appropriate to observe that the citizens of such state, and cannot be denied
ute of Tennessee did not make it a condition (Louisville, Cincinnati & Charleston Railroad (268)of the right of the British corporation *to Co. v. Letson, 2 How. 497 [11: 353] ; Cov
come into Tennessee for purposes of business ington Drawbridge Co. v. Shepard, etc., 20 that it should, at the outset, deposit with How. 227, 232 [15: 896, 898]; Ohio & Misthe state a fixed amount to stand exclusively sissippi R. R. Co. v. Wheeler, 1 Black, 286, or primarily for the protection of its Ten- 296 [17: 130, 133] ; National Steamship Co. nessee creditors. It allowed that corpora- v. Tugman, 106 U. S. 118, 120 [27: 87, 88]; tion, after complying with the terms of the Barrow Stcamship Co. v. Kane, above cited); statute, to conduct its business in Tennessee and therefore it has been said that a corpoas it saw fit, and did not attempt to impose ration is to be deemed, for such purposes, any restriction upon its making contracts 'citizen of the state under whose laws it was
organized. But it is equally well settled, poration cannot rely upon the clause declarand we now hold, that a corporation is not a ing that no state shall "deny to any person citizen within the meaning of the constitu. within its jurisdiction the equal protection tional provision that “the citizens of each of the laws." That prohibition manifestly state snall be entitled to all privileges and relates only to the denial by the state of immunities of citizens in the several equal protection to persons within its justates." Paul v. Virginia, 8 Wall. 168, 178, risdiction.” Observe that the prohibition 179 [19: 357, 359, 360); Ducat v. Chicago, against the deprivation of property without 10 Wall. 410, 415 [19: 972, 973); Liverpool due process of law is not qualified by the Ins. Co. v. Massachusetts, 10 Wall. 566, 573 words "within its jurisdiction," while those [19: 1029, 1031). The Virginia corporation, words are found in the succeeding clause retherefore, cannot invoke that provision for lating to the equal protection of the laws. protection against the decree of the state The court cannot assume that those words court denying its right to participate upon were inserted *without any object, nor is it terms of equality with Tennessee creditors at liberty to eliminate them from the Conin the distribution of the assets of the Brit- stitution and to interpret the clause in quesish corporation in the hands of the Tennessee tion as if they were not to be found in that court.
instrument. Without attempting to state Since, however, a corporation is a "per. what is the full import of the words, "within mon” within the meaning of the Fourteenth its jurisdiction,” it is safe to say that a corAmendment (Santa Clara County v. Southern poration not created by Tennessee, nor doing Pacific Railroad Co. 118 U. S. 394, 396 [30: business there under conditions that sub118); Smyth v. Ames, 169 U. S. 466, 522jected it to process issuing from the courts (42: 819, 840]), may not the Virginia corpo- of Tennessee at the instance of suitors, is ration invoke for its protection, the clause not, under the above clause of the Fourteenth of the Amendment declaring that no state Amendment, within the jurisdiction of that shall deprive any person of property without state. Certainly, when the statute in quesdue process, nor deny to any person within tion was enacted the Virginia corporation its jurisdiction the equal protection of the was not within the jurisdiction of Tennessee. laws ?
So far as the record discloses, its claim We are of opinion that this question must against the Embreeville Company was on acJreceive a negative *answer. Although this count of coke sold and shipped from Virginia court has adjudged that the prohibitions of to the latter corporation at its place of busithe Fourteenth Amendment refer to all the ness in Tennessee. It does not appear to instrumentalities of the state, to its legisla- have been doing business in Tennessee under tive, executive, and judicial authorities (Ew the statute here involved, or under any statparte Virginia, 100 U. S. 339, 346, 347 [25: ute that would bring it directly under the 676, 678, 679]; Yick Wo. v. Hopkins, 118 U. jurisdiction of the courts of Tennessee by S. 356, 373 [30: 220, 227); Scott v. McNeal, service of process on its officers or agents. 154 U. S. 34, 45 [38: 896, 901); and Chicago, Nor do we think it came within the jurisdic. Burlington & Q. R'd Co. v. Chicago, 166 U. tion of Tennessee, within the meaning of the S. 226, 233 [41: 979, 983]), it does not fol. Amendment, simply by presenting its claim low that within the meaning of that Amend in the state court and thereby becoming a ment the judgment below deprived the Vir party to this cause. Under any other inter. ginia corporation of property without due pretation the Fourteenth Amendment would process of law, simply because its claim was be given a scope not contemplated by its subordinated to the claims of the Tennessee framers or by the people, nor justified by its creditors. That corporation was not, in any language. We adjudge that the statute, so legal sense, deprived of its claim, nor was its far as it subordinates the claims of private right to reach the assets of the British cor business corporations not within the jurisporation in other states or countries dis- diction of the state of Tennessee (although puted. It was only denied the right to par such private corporations may be creditors ticipate upon terms of equality with Tennes of a corporation doing business in the state see creditors in the distribution of particu- under the authority of that statute), to the lar assets of another corporation doing busi. claims against the latter corporation of credness in that state. It had notice of the pro- itors residing in Tennessee, is not a denial of ceedings in the state court, became a party the "equal protection of the laws" secured to those proceedings, and the rights asserted by the Fourteenth Amendment to persons by it were adjudicated. If the Virginia cor- within the jurisdiction of the state. however poration cannot invoke the protection of the unjust such a regulation may be deemed. second section of article IV. of the Constitu- What may be the effect of the judgment tion of the United States relating to the of this court in the present case upon the privileges and immunities of citizens in the rights of creditors not residing in the United several states, as its coplaintiffs in error States, it is not necessary to decide. Those have done, it is because it is not a citizen creditors are not before the court on this within the meaning of that section; and if writ of error. the state court erred in its decree in ref. *The final judgment of the Supreme Court(262) erence to that corporaton, the latter cannot of Tennessee must be affirmed as to the Hull be said to have been thereby deprived of its Coal & Coke Company, because it did not deproperty without due process of law within ny to that corporation any right, privilege, the meaning of the Constitution.
or immunity secured to it by the ConstituIt is equally clear that the Virginia cor. I tion of the United States. (Rev. Stat. $