to the laws of one state any operation in other states. They can have no such operation, except by the permission, express or implied, of those states. The special privileges which they confer must, therefore, be enjoyed at home, unless the assent of other states to their enjoyment therein be given." It is clear that this provision guarantees the privileges and immunities of citizens of other states, and has no reference to action by a state in respect to its own citizens.47 "The Constitution of the United States does not make the privileges and immunities enjoyed by the citizens of one state under the constitution and laws of that state the measure of the privileges and immunities to be enjoyed, as of right, by a citizen of another state under its constitution and laws." 48 Nor does this constitutional provision vest the citizens of one state with any interest in the common property of citizens of another state. Therefore, a statute of a state by which other than its own citizens are prohibited from planting or taking oysters from the soil which is covered by the tide-waters of that state, is not a violation of any privilege or immunity of citizens, for, subject to the paramount right of navigation, the regulation of which in relation to foreign and interstate commerce has been granted to Congress by the Constitution, each state owns the soil of all tide-waters within its jurisdiction, and may appropriate them to be used by its citizens in common for cultivating and taking fish, etc., if navigation be not thereby obstructed.49 Nor does this constitutional provision require a state to confer upon citizens of other states peculiar privileges granted to its own citizens; thus, the privilege of community of acquets or gains as between married

"Bradwell v. State, 16 Wall. 130.

49

Harlan, J., in McKane v. Durston, 153 U. S. 684, 687.

McCready v. Virginia, 94 U. S. 391. See also Geer v. Connecticut, 161 id. 519.

persons in Louisiana, as regards lands in Louisiana acquired by a citizen of Mississippi who, while living in that state, has married a woman born in Louisiana, cannot be claimed as a constitutional right, for the wife by her marriage became a citizen of Mississippi.50 On the same principle, a state may enact a statute of limitations, discriminating, as regards suits against non-resident defendants, against creditors, if citizens of other states, and in favour of creditors who are citizens of the state.51 On the other hand, a state cannot, without contravening this constitutional provision, so discriminate by taxation against either the natural products of, or the goods manufactured in, another state, as to hinder the citizens of that other state in their exercise of the rights of freely transporting and selling their goods manufactured or unmanufactured.52 Nor can a state by taxation, or otherwise, restrict

50 Conner v. Elliott, 18 How. 593; Curtis, J., said, "We do not deem it needful to attempt to define the word 'privileges' in the clause of the Constitution. It is safer and more in accordance with the duty of a judicial tribunal, to leave its meaning to be determined in each case, upon a view of the particular rights asserted and denied therein, and especially is this true, when we are dealing with so broad a provision, involving matters not only of great delicacy and importance, but which are of such a character that any merely abstract definition could scarcely be correct; and a failure to make it so would certainly produce mischief.'' In McCready v. Virginia, 94 U. S. 395, Waite, C. J., after referring to the view thus expressed by Curtis, J., added, "this clearly is the safer course to pursue.'' These dicta, of course, mean only that in the decision of a cause, the court ought to confine themselves to the case at bar and ought not so to generalize as to prejudice cases that have not yet arisen for determination, but they do not mean that the court, in order to arrive at a decision, should reason empirically, and should avoid a clear statement of the general principles whose application must necessarily determine the particular case. If they did mean that, they would establish a "rule" which is not "salutary," and they would lay down a 66 'course'' which is not the "safer" one to pursue.

61

Chemung Canal Bank v. Lowery, 93 U. S. 72. Strong, J., dissented. 52 Ward v. Maryland, 12 Wall. 418; Welton v. Missouri, 91 U. S. 275; Guy v. Baltimore, 100 id. 434; Webber v. Virginia, 103 id. 344; Walling v. Michigan, 116 id. 446; Robbins v. Shelby County, 120 id. 489; Corson v. Maryland, ibid. 502; Asher v. Texas, 128 id. 129. But see Hinson v. Lott, 8 Wall. 148; Downham v. Alexandria Council, 10 id. 173; Machine Co. v.

the exercise by the citizens of other states of their right of free transit from place to place within the United States, in order to approach the seat of government of the United States and the federal offices in the various states.53 Nor can a state by statute provide that in the distribution of the assets of insolvent debtors local creditors shall be given priority over creditors who are citizens of other states.54

Foreign corporations.

127. Foreign corporations are, in the states of the United States, corporations created by any other state, or by a foreign government. A joint stock partnership organized under the laws of a foreign country, with a statutory recognition of the distinctive entity of the association and with powers of transfer of shares and succession of members, and the right to sue and be sued as an aggregation, is regarded in the United States as a foreign corporation.55 A corporation is not, in its corporate capacity, a citizen, within the meaning of the Constitution; but for jurisdictional purposes there is a conclusive presumption of law that it is composed of citizens of the state which created it, and it may sue and be sued in its corporate name.57 A foreign corporation is not a citizen

56

Gage, 100 U. S. 676; Tiernan v. Rinker, 102 id. 123; Ficklen v. Shelby County, 145 id. 1; Emert v. Missouri, 156 id. 296; Rash v. Farley, 159 id. 263.

53 Crandall v. Nevada, 6 Wall. 35.

Blake v. McClung, 172 U. S. 239, 176 id. 59; Sully v. American Nat. Bank, 178 id. 289.

55 L. I. Co. v. Massachusetts, 10 Wall. 566.

The Bank of U. S. v. Deveaux, 5 Cr. 61; Paul v. Virginia, 8 Wall. 168; Blake v. McClung, 172 U. S. 239; O. I. Co. v. Daggs, ibid. 557.

57

WL., C. & C. R. v. Letson, 2 How. 497; Marshall v. B. & O. R., 16 id. 314; C. D. Co. v. Shepherd, 20 id. 227; O. & M. R. v. Wheeler, 1 Bl. 286; Express Co. v. Kountze Bros., 8 Wall. 342; Ry. Co. v. Whitton, 13 id. 270; St. L. & S. F. Ry. v. James, 161 U. S. 545; St. J. & G. I. R. v. Steele, 167 id. 659; Blake v. McClung, 172 id. 239; L., N. A. & C. Ry. v. L. T. Co., 174 id. 552; S. Ry. v. Allison, 190 id. 326.

within the meaning of Section 2 of Article IV of the Constitution, which declares that "the citizens of each state shall be entitled to all privileges and immunities of citizens in the several states."' 58 While corporations are persons within the meaning of the XIV Amendment," they are not entitled to such equal protection of the laws as to have the right to do business within a state, other than that of their incorporation, without being hampered by such discriminating conditions as the state may choose to impose.60 A corporation exists only in contemplation of law and by force of law, and it can have no legal existence beyond the bounds of the sovereignty creating it, unless it be, by comity, permitted to exist within the bounds of some other sovereignty,61 save only that a state may not exclude from its limits a corporation which is in the employ of the federal government,62 or which is engaged in interstate or foreign com

5 Paul v. Virginia, 8 Wall. 168; P. M. Co. v. Pennsylvania, 125 U. S. 181; N. & W. R. v. Pennsylvania, 136 id. 114; Blake v. McClung, 172 id. 239; Sully v. American Nat. Bank, 178 id. 289.

5o Santa Clara County v. S. P. R., 118 U. S. 394; C., C. & A. R. v. Gibbes, 142 id. 386; C. & L. T. Co. v. Sandford, 164 id. 578; G., C. & S. F. Ry. v. Ellis, 165 id. 150; Smyth v. Ames, 169 id. 466; L. S. & M. S. Ry. v. Smith, 173 id. 684; P. M. Co. v. Pennsylvania, 125 id. 181; M. P. Ry. v. Mackey, 127 id. 205; M. & S. L. Ry. v. Herrick, ibid. 210; M. & S. L. Ry. v. Beckwith, 129 id. 26, 28.

P. F. Assn. v. New York, 119 U. S. 110; P. M. Co. v. Pennsylvania, 125 id. 181; O. I. Co. v. Daggs, 172 id. 557; W.-P. O. Co. v. Texas, 177 id. 28; Sully v. American Nat. Bank, 178 id. 289; cf. N. Y., L. E. & W. R. v. Pennsylvania, 153 id. 628; Nutting v. Massachusetts, 183 id. 553.

61 Bank of Augusta v. Earle, 13 Pet. 519; Runyan v. Coster, 14 id. 122; O. & M. R. v. Wheeler, 1 Bl. 286; P. M. Co. v. Pennsylvania, 125 U. S. 181; H. S. M. Co. v. New York, 143 id. 305; Ashley v. Ryan, 153 id. 436; Hooper v. California, 155 id. 648; New York v. Roberts, 171 id. 658; N. Y. L. I. Co. v. Cravens, 178 id. 389; Nutting v. Massachusetts, 183 id. 553. See also D. C. & I. Co. v. Barton, ibid. 23; D. G. Co. v. U. S. G. Co., 187 id. 611. "P. M. Co. v. Pennsylvania, 125 U. S. 181; H. S. M. Co. v. New York, 143 id. 305.

merce.63

Of course, if there be no prohibitory legislation, it is not competent for an individual citizen, not personally interested in the corporation, to object to the doing of business within a state by a foreign corporation. Unless the local law prohibit, a foreign corporation, if its charter so authorizes, may sue and be sued in the courts of a state,65 make contracts,66 acquire and hold real estate,67 buy and sell bills of exchange,68 and negotiate and issue policies of life and fire insurance.69 Corporations,

by doing business within the bounds of a sovereignty other than that which has created them, do not become corporations of that other sovereignty, nor lose privileges which are incident to their citizenship in the sovereignty which created them. Therefore, a railway corporation of Maryland does not, by becoming lessee of a railway in Virginia, forfeit its right to remove into the Circuit Court of the United States a suit brought against it in the courts of Virginia by a citizen of that state.70 A state

P. M. Co. v. Pennsylvania, 125 U. S. 181; McCall v. California, 136 id. 104; N. & W. R. v. Pennsylvania, ibid. 114; Crutcher v. Kentucky, 141 id. H. S. M. Co. v. New York, 143 id. 305; Ashley v. Ryan, 153 id. 436; P. T. C. Co. v. Adams, 155 id. 688; cf. California v. C. P. R., 127 id. 1; Maine v. G. T. Ry., 142 id. 217.

47;

64

Waite, C. J., said in P. T. Co. v. W. U. T. Co., 96 U. S. 1, 13, "No citizen of a state can enjoin a foreign corporation from pursuing its business. Until the state acts in its sovereign capacity, individual citizens cannot complain. The state must determine for itself when the public good requires that its implied assent to the admission shall be withdrawn.''

"Bank of Augusta v. Earle, 13 Pet. 519, 587; Cowles v. Mercer County, 7 Wall. 118.

"Bank of Augusta v. Earle, 13 Pet. 519, 591; Runyan v. Coster, 14 id. 122, 129.

Runyan v. Coster, 14 Pet. 122; S. F. et A. des E. U. v. Milliken, 135 U. S. 304.

6 Bank of Augusta v. Earle, 13 Pet. 519.

Paul v. Virginia, 8 Wall. 168; Ducat v. Chicago, 10 id. 410; L. I. Co. v. Massachusetts, ibid. 566; P. F. A. v. New York, 119 U. S. 110.

"Railroad Co. v. Koontz, 104 U. S. 5. See also St. L. & S. F. Ry. v. James, 161 id. 545; L., N. A. & C. Ry. v. L. T. Co., 174 id. 552; S. Ry. v. Allison, 190 id. 326.