It is sometimes said inaccurately that the courts have or have not jurisdiction to appoint a receiver, or grant an injunction, or try title to office or to corporate franchises in a collateral proceeding, or to regulate the internal affairs of the corporation, and so on. In all these instances the so-called jurisdiction is questioned on the ground that the particular relief is not warranted by the facts, or is not within that which the particular remedy suffices to apply. In courts which preserve the formal distinctions between law and equity the term is used in differentiating equitable "jurisdiction" from that of the law side. In all of the remedies last above mentioned the courts have repeatedly exercised jurisdiction whenever the facts presented were sufficient or the action was of a character that would sustain the proposed relief. The various chapters in this work which treat of these remedies and of the extraordinary remedies fully discuss the whole question, and reference is made to them.58

§ 2957. Domicile and citizenship of corporation. For the purposes of jurisdiction in general, as well as federal jurisdiction discussed in an ensuing section, the corporate citizenship, habitancy and residence are in the state or country which created it; and it may sue or be sued in the courts of general jurisdiction there constituted, or in any courts of special jurisdiction endowed with power thereto,59 whenever an individual could. Thus a domestic corporation and a trust sustained by it in property within the state is within the jurisdiction though it arises from a foreign estate.60 Under the now exploded doctrine that the citizenship was that of the stockholders, a statutory requirement of citizenship would have barred jurisdiction over a domestic corporation if its stockholders were not citizens.61

58 See chapters on Injunctions; Receivers; Mandamus; Quo Warranto; Forfeiture, Dissolution and Winding Up, infra. The existence of jurisdiction over internal affairs of corporations is exemplified in all of these chapters. Another illustration of jurisdiction over internal rights is afforded by a stockholders' suit to prevent wrongdoing or mismanagement by officers or by the majority. See generally Chapters 40 and 42, supra, and chapter on Stock and Stockholders, subd. Remedies of Stockholders, etc., infra (stockholders' suits for abuse of discretion

or for fraud of majority or officers).

An eleemosynary corporation is subject to jurisdiction within the limits of visitation, such as the restoration of an expelled trustee. Fuller v. Plainfield Academic School, 6 Conn. 532.

59 See § 387 et seq., supra.

60 Especially where the foreign state could not get jurisdiction without voluntary appearance by the corporation. Farmers' Loan & Trust Co. v. Ferris, 67 N. Y. App. Div. 1, 73 N. Y. Supp. 475.

61 Thus under statute a nonresident though a citizen could sue only when

In courts of limited or inferior jurisdiction the local residence or place of business is often made jurisdictional even as to domestic corporations.62 The privilege of being sued in a given county or federal district may be asserted to narrow the jurisdiction to one or more of the courts which might otherwise take cognizance of both the subject-matter and the person; but this privilege may be waived if only a privilege.63 Where the venue is jurisdictional, the place of business or locus of the corporation is an essential fact. The corporate place of business or domicile may be a factor operating indirectly on jurisdiction by reason of statutes fixing that as the place where its officers or agents are to be served; and a service at that place will then be essential.65 Jurisdiction over foreign corporations will be more fully treated hereafter and from a somewhat different standpoint.66 But the law of jurisdiction over corporations is almost wholly educed from decisions in actions where the corporation or one of them was foreign; and therefore a sufficient number of such cases and their doctrines must be considered to afford a complement to the few and somewhat barren decisions on the subject where the corporation was domestic. Taken as a whole they will show that in a general sense the jurisdiction of the subject-matter is independent of the corporate character of the parties, while the jurisdiction over the corporate entity or being is founded on the place of its existence or presence and activities. Beyond this there must be a means (process) for acquiring jurisdiction or a voluntary consent thereto by appearance.

It is a settled rule that a foreign corporation may sue in virtue of the comity of states.67 It is equally true that a foreign corporation may be sued.68 Although text statements may be found, and some judicial dicta, that there was no common-law jurisdiction over foreign corporations, yet those dicta properly limited to the subject-matter of the case mean simply that no common-law means existed by which

the other party was a citizen. Accordingly a domestic corporation could be sued in the general court if its members appeared to be citizens. Lexington Mfg. Co. v. Dorr, 12 Ky. (2 Litt.) 256.

62 See § 2968, infra.

63 See § 2978 et seq., infra.

64 See §§ 2978, 2979, infra.

65 See §§ 3007, 3008, infra.

66 See chapter on Foreign Corpora

tions, infra.

67 See chapter on Foreign Corporations, infra, and see also Savage Mfg. Co. v. Armstrong, 17 Me. (5 Shep.) 34, 35 Am. Dec. 227; Bank of Michigan v. Williams, 5 Wend. (N. Y.) 478; Taylor's Adm'r v. Bank of Alexandria, 5 Leigh (Va.) 471; Bank of Marietta v. Pindall, 2 Rand. (Va.) 465; Henriques v. Dutch West India Co., 2 Ld. Raym. 1532.

68 See chapter on Foreign Corporations, infra.

jurisdiction might have been obtained; 69 and one case to which such a doctrine has been ascribed implies the contrary by assuming that jurisdiction might have been had by voluntary appearance.70 The correct rule, which will be expounded fully in the chapter on Foreign Corporations, is that the courts have the same inherent power to hear and determine causes in which one of the parties is a foreign corporation as they have in actions where one of them is a domestic corporation; but in some states the impolicy of entertaining suits between nonresidents over a foreign cause of action has taken the form of doctrines or statutes denying jurisdiction in such cases where one of the nonresidents is a foreign corporation. When it comes to exerting this jurisdiction against a foreign corporation by process of the court to bring it in, it is then found that while the jurisdiction of the subject-matter is unquestioned, that over the defendant cannot be acquired because it is not within the territory where the process of the court is effective. There is no "jurisdiction" over the foreign corporation in that situation in the same sense and for the same reasons that there is none over any persons not served or otherwise in court, whether they be residents or nonresidents; but a voluntary appearance by such corporation just as by natural nonresident persons, would enable the court to exert such adjudicative power as it possessed over the subject-matter and the cause of action." Therefore when the cause of action is transitory, jurisdic

rectly cited thus are: Swarts V. Christie Grain & Stock Co., 166 Fed. 338, itself citing St. Clair v. Cox, 106 U. S. 350, 27 L. Ed. 222; Strain v. Chicago Portrait Co., 126 Fed. 831 (in all of which the case turned on incompetency of the person served to give jurisdiction in personam); and Westinghouse Mach. Co. v. Press Pub. Co., 110 Fed. 254, where action was dismissed because service was on one who did not represent the corporation.

70'Unless it voluntarily appears' courts have no jurisdiction apart from statute. Potter v. Lapointe Mach. Tool Co., 201 Mass. 557, 88 N. E. 418.

71 McCormick

tion as in that of a nonresident natural person "the court has general jurisdiction of the person, so that the want of service of process may be waived." Young v. Providence & S. S. S. Co., 150 Mass. 550, 23 N. E. 579.

Even if it was not doing business in a state a company might consent to be served on an agent therein, and such service would be binding, it seems. Swann v. Mutual Reserve Fund Life Ass'n, 100 Fed. 922, at page 928.

*

A corporation is "liable to suit in a foreign jurisdiction to the same extent and under the same circumstances as an individual. The only difficulty in the way is a practical one. If a company were to locate an office in another state, and its principal officer were to do business there, there could be

V. Pennsylvania

Cent. R. Co., 49 N. Y. 303.

In the case of a foreign corpora

*

*

*

tion may be taken in a proper venue though both parties are nonresident, one or both being foreign corporations, 72 unless, as in some

states, the statute excludes or limits such jurisdiction,73 or leaves it to a measure of judicial discretion," or the public policy forbids.75 It