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 re-
Wabash, 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 recog.
or 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[256]
are forbidden, by the statute in question, to [19: 86, 88); Lincoln County v. Luning, 133
recognize the right in equity of citizens re- V. 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: Pacific Co. v. Denton, 146 U. S. 202 (36 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]. (255)impairing rights secured to citizens of the la 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, al. may think fit to impose; and these condi- though such bond be not required of a resitions 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

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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
objections to the statute of Tennessee do not equality of right simply because they do not
necessarily embrace enactments that are reside in that state, but are citizens residing
found in some of the states requiring foreign in other states of the Union. The individual
insurance corporations, as a condition of plaintiffs in error were entitled to contract
their coming into the state for purposes of with this British corporation, lawfully do-
business, to deposit with the state treasurer ing business in Tennessee, and deemed and
funds sufficient to secure policy holders in taken to be a corporation *of that state; and[259)
its midst. Legislation of that character does no rule in the distribution of its assets among
not present any question of discrimination cerditors could be applied to them as resi-
against citizens forbidden by the Constitu- dent citizens of Ohio, and because they were
tion. Insurance funds set apart in advance not residents of Tennessee, that was not ap-
for the benefit of home policy holders of a plied by the courts of Tennessee to credit-
foreign insurance company doing business in ors of like character who were citizens of
the state are a trust fund of a specific kind Tennessee.
to be administered for the exclusive benefit As to the plaintiff in error, the Hull Coal
of certain persons. Policy holders in other & Coke Company of Virginia, different con-
states know that those particular funds are siderations must govern our decision. It
segregated from the mass of property owned has long been settled that, for purposes of
by the company, and that they cannot look to suit by or against it in the courts of the
them to the prejudice of those for whose spe- United States, the members of a corporation
cial benefit they were deposited. The pres- are to be conclusively presumed to be citi-
ent case is not one of that kind. The stat- zens of the state creating such corporation

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[261] 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. $


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709.) As to the other plaintiffs in error, simply between citizens of the same state. citizens of Ohio, the judgment must be re- It is not necessary in this court to refer to versed, and the cause remanded for further the difference between residence and citizenproceedings not inconsistent with this opin ship. Neither is synonymous with the

other and neither includes the other. A It is so ordered.

British subject or a citizen of Ohio may be

a resident of Tennessee, and entitled to the (262) Mr. Justice Brewer, with whom the benefit of this statute. A citizen of Tennes

Chief Justice concurred, dissenting: see may, like these plaintiffs in error, be a

I ara unable to concur in the opinion of the resident of and doing business in Ohio and court in this case. In ny judgment it mis- not entitled to its benefit. It will be time conceives the language of the statute, the is enough to consider the question discussed in sues presented by the pleadings, and the de- the opinion when it appears that a state has cision of the state court. The act does not attempted to discriminate between its own discriminate between citizens of Tennessee citizens and citizens of other states, and the and those of other states. Its language is courts of the state have affirmed the validcreditors "residents of this state shall have ity of such discrimination. a priority

over all simple contract Taking the statute as it reads, and assumcreditors being residents of any other coun- ing that the legislature of Tennessee meant try or countries.” The allegation of the that which it said, the question is whether amended bill is, “your orators are all resi- a state, permitting a foreign corporation dents of the state of Tennessee, and were which is not engaged in interstate commerce such at the time the various debts sued on to come into its territory and there do busiin this cause were created," and that by vir- ness, has the power to protect all persons retue of the statute they are entitled to prior. siding within its limits who may have deal. ity over the “defendant, Rogers, Brown, &ings with such foreign corporation, by reCo., and all other creditors of said insolvent quiring it to give them a prior security on corporation who do not reside in the state of its *assets within the state. The principle[264 Tennessee, or did not so reside at the time underlying this statute is that a state, their credits were given.” The intervening which can have no jurisdiction beyond its petition of the plaintiffs in error, Blake and territorial limits, has the power in reference Rogers, Brown, & Co., alleges "that they are to foreign corporations permitted to do busiresidents of the state of Ohio, and were at ness therein to protect all persons within the times and dates hereinafter named en-those limits, whether citizens or not, in regaged in business in said state, their resi. spect to claims upon the property thereof dences, offices, and places of business being also within those limits. That a state may at the city of Cincinnati.” The decree of keep such a corporation out of its territory the court of chancery appeals adjudges “that is conceded; and that, in permitting it to all of the creditors of said company who re-enter, the state may impose such conditions sided in the state of Tennessee are entitled to as it sees fit, is, as a general proposition, priority of payment out of all of the assets of also admitted. In Crutcher v. Kentucky, the company of every kind over all of the 141 U. S. 47, 59, (35: 649, 653), it was said: creditors of said company who do not reside "The insurance business, for example, canin the state of Tennessee.” And the decree not be carried on in a state by a foreign cor.

of the supreme court of the state is in sub-poration without complying with all the con(263]stantially the same language, adjudging ditions imposed by the legislation of that

“that all of the creditors of the Embreeville state. So with regard to manufacturing
Freehold Land, Iron, & Railway Company, corporations, and all other corporations
Limited, who resided in the state of Tennes. whose business is of a local and domestic
see, are entitled to priority of payment out nature, which would include express com.
of all of the assets of said company, both panies whose business is confined to points
real and personal, over all of the other cred and places wholly within the state. The
itors of said company who do not reside in cases to this effect are numerous. Bank of
the state of Tennessee, whether they be resi. Augusta v. Earle, 13 Pet. 519 [10: 274];
dents of other states of the United States or Paul v. Virginia, 8 Wall. 168 [19: 357); Live
of the Kingdom of Great Britain.” So that erpool & L. L. & F. Insurance Company v.
neither the statute, the pleadings, nor the Massachusetts, 10 Wall. 566 [19: 1029);
decree raise any question of citizenship, or Cooper Manufacturing Company v. Ferguson,
give any priority of right to citizens of Ten- 113 U. S. 727 [28: 1137); Philadelphia Fire
nessee over citizens of other states, but only Association v. New York, 119 U. S. 110 (30:
discriminate between residents, and give res: 342].”
idents of the state a priority. I think it Everyone dealing with a foreign corpora-
improper to go outside of a case to find a tion is bound to take notice of the statutes
question which is not in the record simply of the state imposing conditions upon that
because it may be discussed by counsel for corporation in respect to the transaction of
one party, who apparently decline to recog: its business within the state, just as he must
nize any difference between residence and take notice of any mortgage or other encum-
citizenship. For all this record discloses, brance placed by the corporation upon its
the plaintiffs in error other than the corpora. property there situated. A state may, and
tion may have been citizens of the state of often does, provide that persons furnishing
Tennessee, temporarily residing and doing supplies to and doing work for a corporation
business in Ohio, and the controversy one shall have a lien upon the property of that

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corporation prior to any mortgage. The foreign corporations to secure home creditvalidity of such legislation has always been ors, there are frequent illustrations of dissustained, and they who loan their money to crimination based upon the matter of resithe corporation do so with notice of the dence. Often nonresident plaintiffs are relimitation, and have no constitutional right quired to give security for costs when none of complaint if their mortgage is thereafter is demanded of resident suitors. Attachpostponed to simple-contract obligations. If ments will lie in the beginning of an action, voluntarily the corpor ion placed a mortgage authorizing the seizure of property upon the upon all its assets within the state to secure ground that the defendant is a nonresident,

a debt to a single creditor residing within when no such seizure is permitted in case [265]* the state, and such mortgage was duly re- of resident defendants. These and many

corded, no one would have the hardihood to similar illustrations, which might be sugsay that a resident or citizen of another state gested, only disclose that it has been accepted could challenge its validity or its priority as a general truth that a state may discrim. over his unsecured debt simply because he inate on the ground of residence, and that was a citizen of another state, or did not, in such discrimination is not to be condemned fact, know of its existence. And that which as one between citizens; and yet, if the docis true in case of a mortgage to a single cred-trine of the opinion of the court in this case itor would be equally true in case such for- be correct, I cannot see how those statutes eign corporation placed a mortgage upon its can be sustained, for surely they discrimiassets to secure every creditor within the nate between nonresident and resident suitstate. The number of creditors secured does not ors in the matter of fundamental rights, to change the validity of the security or affect wit, the right of equal entrance into the the matter of notice or relieve the foreign courts and equal security in the possession creditor from the consequences of notice. of property. If the corporation may vountarily place a It may not be uninteresting to notice the mortgage upon all its assets within the state case of Fritts v. Palmer, 132 U. S. 282 (33: to secure its creditors within the state, why 317]. That case came from Colorado. The may not the legislature require as a condi- statutes of that state, as quoted in the opin. tion of its doing business that it give such a ion of the court, provided, among other mortgage? Is the corporation more power-thingsful than the state? Is a voluntarily exe- "Sec. 260. Foreign corporations shall, becuted mortgage more valid than a statute? fore they are authorized or permitted to do If, in fact, in pursuance of such a statute a any business in this state, make and file a mortgage to each separate creditor was given certificate signed by the president and secand recorded as fast as the corporation came retary of such corporation, duly acknowl. under obligation to him, could a nonresident edged, with the secretary of state, creditor question the validity of the mort and no corporation doing business in gage or the priority given thereby? And the state, incorporated under the laws of is the effect of the statute in controversy any other state, shall be permitted to anything other than the imposition upon the mortgage, pledge, or otherwise encumber assets of the corporation within the state of its real or personal property situated in this a single mortgage in favor of home creditors? state, to the injury or exclusion of any citIf written out and recorded, who could ques- izen, citizens, or corporations of this state tion its validity or its priority? The stat. *who are creditors of such foreign corpora-[267] ute in its spirit and effect does nothing more. tion, and no mortgage by any foreign corpoThat it is prospective in its operation is im. ration, except railroad and telegraph commaterial-statutes generally are. The va- panies, given to secure any debt created in lidity of an after-acquired property clause in any other state, shall take effect as against a mortgage has become settled; none the less any citizen or corporation of this state unvalid is it in a statute.

til all its liabilities due to any person or corIt is conceded in the opinion of the court poration in this state at the time of recordthat a foreign insurance corporation mighting such mortgage have been paid and exbe required to make a special deposit with tinguished." the state treasurer to secure local policy Commenting upon this section, and othholders, but if it is within the constitutional ers, this court said (p. 288): power of the state to require such special de. “No question is made in this case—indeed, posit, and when made it becomes in fact a there can be no doubt-as to the validity of security to the home policy holders, I am un. these constitutional and statutory proviable to appreciate why the state may not re- sions, so far, at least, as they do not directly quire a general mortgage on all the assets affect foreign or interstate commerce. In

within the state as like security. Looking Cooper Manufacturing Co. v. Ferguson, 113 [266]at it *simply as a question of power on the U. S. 727, 732 (28: 1137, 1138], this court

part of the state. what difference can there said that “the right of the people of a state
be between a pledge of a special fund and a to prescribe generally by its Constitution
mortgage of the entire fund within the and laws the terms upon which a foreign
state? And that which is true in respect to corporation shall be allowed to carry on its
an insurance corporation must also be true business in the state, has been settled by this
of any other corporation not engaged in in court.'
terstate commerce business.

It will be perceived that the statute of ColIndeed, aside from the demand made by orado restrained a foreign corporation from the statutes of certain states of deposits byl mortgaging, pledging, or otherwise encum.

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