herein devoted to them.20 Action on a judgment recovered by a corporate plaintiff's predecessor is not, like scire facias, restricted to the court in which it was rendered.21 § 2961. National banks and other national corporations. Ordinary actions by or against national banks were by the federal statutes in 1882 made suable in state courts; and the national origin of the bank does not confer, of itself, any federal jurisdiction or exclude the state jurisdiction.22 Other grounds of federal jurisdiction over national banks as parties remained unchanged.23 By the federal statutes, however, in "all cases commenced by the United States, or by direction of any officer thereof, and cases for winding up the affairs of any such bank; and of all suits brought by any banking association established in the district for which the court is held, under the provisions of title 'National Banks' Revised Statutes, to enjoin the Comptroller of the Currency, or any receiver acting under his direction, as provided by said title," the federal courts still have jurisdiction. The same section and paragraph makes such banks "citizens of the states in which they are respectively located." 24 It was enacted in 1915 that national incorporation of a railroad corporation shall not give jurisdiction to federal courts.25 Formerly as to such corporations, and yet as to other federal corporations, the federal law creating them will present a federal question on which the federal courts will assume jurisdiction regardless of the corporate 20 See chapters on Injunctions; Receivers; Bankruptcy; Execution and Supplementary Proceedings, infra. 21 A corporation given leave under the code to sue on a judgment recovered by its predecessor need not, by analogy to scire facias, sue in the same court which rendered it, but may choose any court which another plaintiff might. National Mechanics' Banking Ass'n v. Usher, 31 N. Y. Super. Ct. 403. 22 See Act Aug. 13, 1888, c. 866 (25 Stat. L. 436), which is to be read with Judicial Code, § 24, par. 16. See also Act of July 12, 1882, c. 290, § 4 (22 Stat. L. 163); Whitmore v. Amoskeag Nat. Bank, 134 U. S. 527, 33 L. Ed. 1002; Leather Manufacturers' Bank v. Cooper, 120 U. S. 778, 30 L. Ed. 816. IV Priv. Corp.-60 State courts have jurisdiction over national banks both in local and transitory actions, except perhaps actions purely in rem. Fresno Nat. Bank v. Superior Court, 83 Cal. 491, 24 Pac. 157. This exception seems unsound. If it is purely in rem the jurisdiction of the persons is immaterial after the thing is seized. 23 Petri v. Commercial Nat. Bank, 142 U. S. 644, 35 L. Ed. 1144. 24 See U. S. Judicial Code, § 24, par. 16. 25 Act of Jan. 28, 1915, c. 22, § 5, provides that no federal court "shall have jurisdiction upon the ground that the party was a railroad incorporated under an Act of Congress." 38 Stat. L. 804. domicile 26 or the adverse party's citizenship; 27 but the controversy must actually have involved some question dependent on the federal origin of the corporation.28 Neither before nor since the Act of 1915 has a grant to a federal corporation of power to sue or be sued in any court been regarded as conferring jurisdiction on courts but only as giving power to the corporation.29 If no laws of the United States are involved other than those collectively forming a federal charter, and the corporation is a railroad one created by congress, no federal question is presented since the Act of 1915 took effect.80 Of course there may be other federal questions than those dependent on federal incorporation, and these alone would sustain federal jurisdiction even of such a corporation.31 Either state or national courts 26 Such a suit presents a question arising under the laws of the United States. Texas & P. R. Co. v. Eastin, 214 U. S. 153, 53 L. Ed. 946; Knights of Pythias v. Kalinski, 163 U. S. 289, 41 L. Ed. 163; Texas & P. R. Co. v. Cox, 145 U. S. 593, 36 L. Ed. 829; Pacific Railroad Removal Cases, 115 U. S. 1, 29 L. Ed. 319; Osborn v. Bank of United States, 9 Wheat. (U. S.) 738, 816, 6 L. Ed. 204, 223; United States Freehold Land & Emigration Co. v. Gallegos, 89 Fed. 769; Union Pac. R. Co. v. McComb, 1 Fed. 799. Corporation domiciled in District of Columbia held subject to jurisdiction of circuit court in Arkansas. Supreme Lodge Knights of Pythias v. England, 94 Fed. 369. Right to build bridge under railroad charter presents federal question. Hughes v. Northern Pac. Ry. Co., 18 Fed. 106. If one defendant is a federal corporation it confers jurisdiction over the whole case. In re Dunn, 212 U. S. 374, 53 L. Ed. 558; Lund v. Chicago, R. I. & P. Ry. Co., 78 Fed. 385. 27 Bauman v. Union Pac. R. Co., 3 Dill. 367, Fed. Cas. No. 1,117; Smith v. Union Pac. R. Co., 2 Dill. 278, Fed. Cas. No. 13,121. 28 A corporation of a territory held not a federal corporation, and even so no federal question is presented by that fact alone. A federal question must be involved in the controversy. Adams Exp. Co. v. Denver & R. G. Ry. Co., 16 Fed. 712. 29 Bankers Trust Co. v. Texas & P. R. Co., 241 U. S. 295, 60 L. Ed. 1010, citing Bank of United States v. Deveaux, 5 Cranch (U. S.) 61, 3 L. Ed. 194, and distinguishing Osborn V. Bank of United States, 9 Wheat. (U. S.) 738, at pp. 816-818, 6 L. Ed. 204, where the grant of power differed in terms. 30 Even though its charter enables it to sue or be sued in any court of law or equity within the United States. Bankers' Trust Co. v. Texas & P. R. Co., 241 U. S. 295, 60 L. Ed. 1010. 31 The taxability locally of a right of way granted by congress to the Northern Pacific R. Co., a national corporation, with exemption from taxation presents a federal question, of which federal courts and territorial courts of Montana have jurisdiction. Northern Pac. R. Co. v. Carland, 5 Mont. 146, 3 Pac. 134. See § 2965 et seq., infra. As to suits in state courts under Federal Employers' Liability Act and other acts, which suits are usually against railroad corporations and which are no longer removable, see Judicial Code, § 28, as amended. are open to such corporations, e. g., national banks 32 or nationally chartered railroad corporations.33 § 2962. Dual incorporation and existence; interstate corporations. No corporation can have two domiciles.34 If there is more than one incorporation under the same name and in different states, as often happens in the case of railroad and other corporations operating in several states, each is domestic in the place where it is incorporated and foreign elsewhere; 35 and it may be sued in either as a domestic one.36 It accordingly follows, as to such corporations, that the jurisdiction rests either on the fact that one of them is a domestic corporation, or that, if foreign, it has come into the jurisdiction by doing business there or appointing an agent there or in some other way.37 § 2963. Principal and subsidiary or branch corporations. What has been said in the last section applies equally and for like reasons to corporations one of which is the principal or holding corporation and one of which is the subsidiary or operating corporation. A principal corporation may be regarded as operating within the state when its subsidiary is a mere form,38 but ordinarily they are 32 A national bank is not restricted to the state courts because their remedies may be deemed adequate. First Nat. Bank of New Orleans v. Bohne, 8 Fed. 115. 33 See Bankers' Trust Co. v. Texas & P. R. Co., 241 U. S. 295, 60 L. Ed. 1010, in which it appears that this power was granted to the corporation. Some other federally chartered railroad corporations had a like power. 34 See § 387, supra, quoting the opinion of Mr. Justice Holmes in Bergner & Engel Brewing Co. v. Dreyfus, 172 Mass. 154, 70 Am. St. Rep. 251, 51 N. E. 531. 35 See § 387, supra, citing Mobile & O. R. Co. v. Barnhill, 91 Tenn. 395, 30 Am. St. Rep. 889, 19 S. W. 21. 36 A corporation existing in two states and operating as one institution can be sued as a domestic one in its domicile for injury to plaintiff, a passenger, in the other state. Mississip pi & T. R. Co. v. Ayres, 84 Tenn. (16 Lea) 725. An act granting to a foreign corporation the same rights as by the domiciliary charter and subjecting it to the same liabilities of the state as it sustains in the domicile makes a dual incorporation suable in this state as regards its properties and operations therein. Baltimore & O. R. Co. v. Gallahue's Adm'rs, 12 Gratt. (Va.) 655, 65 Am. Dec. 254. 37 See the other sections in this subdivision of this chapter, and see also chapter on Foreign Corporations, infra. 38 A corporation is within the state doing business where it operates a railroad, though in the name and through the form of a subcorporation. St. Louis & S. F. R. Co. v. Arms, Tex. Civ. App. - 136 S. W. 1164; St. Louis & S. F. R. Co. v. Hale, Tex. Civ. App. —, 153 S. W. 411. distinct corporations and jurisdictions of one does not bring in the other,39 § 2964. Reincorporated, consolidated or domesticated corporations. Any succession by reincorporation, consolidation or domestication leaves either a new corporation with inherent capacity to sue and be sued, or the old corporation with merely a new form and likewise with inherent power to sue and be sued. Jurisdiction therefore depends on whether a new or the old corporation exists after the change, and with that ascertained can be determined by ordinary rules. The whole question is, what is the effect of the succession or change that has taken place.40 In the case of the consolidation of foreign with domestic corporations, either two new corporations result, one foreign and the other domestic but identical in composition, or else a domestic consolidation merging the foreign one, or a foreign merging the domestic one. In any of these events the action or suit by or against one of these corporations will be governed by the rules applying respectively to actions where a domestic corporation is a party, or by those applicable where the foreign one is a party.41 A foreign corporation may become a domestic one by grant of a domestic charter or by compliance with statutes requiring it as a condition to admission to do business in the state. When domestication thus takes place, actions are governed by the general rules applicable to other domestic corporations.42 § 2965. Federal jurisdiction-In general. The jurisdiction of the federal courts of original jurisdiction was first defined in the Judiciary Act of 1789, which through its several amendments has been carried into the present Judicial Code, § 24, paragraph "First" being the one which touches the scope of this chapter. It is set out in the footnote.43 It will be seen that nothing in this language sug Corporation regarded as mere form in serving process, see § 2991, infra. 39 No jurisdiction of the holding company is had on suit where only the subsidiary one is served. State v. International Harvester Co. of America, 81 Kan. 610, 106 Pac. 1053. See other cases, 2991, infra. 40 As to such effects, see generally chapters on Reorganization; Consolidation; Foreign Corporations (domestication). 41 As to the general effect of such a consolidation see chapter on Consolidation, infra. As to the citizenship of such a consolidation, see § 390, p. 836, supra. 42 As to the doctrine of domestication, see chapter on Foreign Corporations, infra. 43 The circuit courts having been abolished and their jurisdiction having been devolved on the district courts, the district courts now have [§ 2965 gests any question of corporation law or practice. Only that by the generality of its terms and the necessities of procedure it must and does include corporations as suitors or defendants does an inquiry into the law of corporations become secondarily necessary to apply the statute. And not in every case where a corporate party is before a federal court is there anything decided which is of the least pertinency to a work on corporations. Precedents on the law of federal jurisdiction must therefore be sought in standard works on that subject, what is here considered being only the corporation aspect of the subject. Regarding it from the viewpoint of a corporate party or rather that of an action in which a corporation is a party, it will be seen that three general bases for jurisdiction exist: (a) a federal question, which will seldom depend on anything peculiar to corporations except in cases by or against a federal incorporation; (b) diversity of citizenship among the parties, one side including a corporation and all on the opposite side of the controversy being of some other state or states; (c) diversity of citizenship consisting in parties on one side being citizens of a state, or corporations thereof, and others being citizens or subjects of a foreign country, or corporations thereof. Furthermore an assignee or indorsee is placed in the shoes of the assignor of the chose in action or note for this purpose, but with this important exception that foreign bills of exchange and instruments payable to bearer and made by a corporation may be sued by an assignee or holder whose assignor or transferror would have been unable to sue.44 Any suit directly on a note, bond, or chose jurisdiction: "Of all suits of a civil nature, at common law or in equity * * where the matter in controversy exceeds exclusive of interest and costs the sum or value of three thousand dollars and (a) arises under the constitution or laws of the United States, or treaties made, or which shall be made, under their authority, or (b) is between citizens of different states, or (c) is between citizens of a state and foreign states, citizens and subjects." Judicial Code, § 24, par. "First" (36 Stat. L. 1091), derived from Rev. St. §§ 563, 629. Original legislation was Judiciary Act of September 24, 1789. 44 The second sentence of section 24, following that quoted in the noté preceding, reads: "No district court shall have cognizance of any suit (except upon foreign bills of exchange) to recover upon any promissory note or other chose in action in favor of any assignee, or of any subsequent holder if such instrument be payable to bearer and be not made by any corporation, unless such suit might have been prosecuted in such court to recover upon said note or other chose in action if no assignment had been made:" etc. As contained in U. S. Rev. St. § 629, this sentence used the words, "the contents of any promissory note or other chose in action," instead of the present words, "to recover upon any promissory note," etc. This was construed as meaning the |