objection to its power of contracting in another. It is, indeed, a mere artificial being, invisible and Intangible; yet it is a person for certain purposes, in contemplation of law, and has been recognized as such by the decisions of this court. It is sufficient that its existence as an artificial person, in the state of its creation, is acknowledged and recognized by the law of the nation where the dealing takes place and that it is permitted by the laws of that place to exercise there the powers with which it is endowed.

Courts of justice have always expounded and executed contracts made in a foreign country according to the laws of the place in which they were made, provided that law was not repugnant to the laws or policy of their own country. The comity thus extended to other nations is no impeachment of sovereignty. It is the voluntary act of the nation by which it is offered, and is inadmissible when contrary to its policy, or prejudicial to its interests. But it contributes so largely to promote justice between individuals, and to produce a friendly intercourse between the sovereignties to which they belong, that courts of justice have continually acted upon it, as a part of the voluntary law of nations.

The court can perceive no sufficient reason for excluding from the protection of the law the contracts of foreign corporations, when they are not contrary to the known policy of the State, or injurious to its interests. It is nothing more than the admission of the existence of an artificial person created by the law of another State, and clothed with the power of making certain contracts. It is but the usual comity of recognizing

the law of another State.

The States of the Union are sovereign States,

and the history of the past and the events which are daily occurring, furnish the strongest evidence that they have adopted towards each other the laws of comity in their fullest extent.

In the legislation of Congress, where the States and the people of the several States are all represented, we shall find proof of the general understanding in the United States that by the law of comity among the States, the corporations chartered by one were permitted to make contracts in

the others.

It is well settled that by the law of comity among nations, a corporation created by one sovereignty is permitted to make contracts in another, and to sue in its courts, and that the same law of comity prevails among the several sovereignties of this Union. The public, and well known and long continued usages of trade, the general acquiescence of the States; the particular legislation of some of them, as well as the legislation of Congress, all concur in proving the truth of this proposition. Franchises are special privileges conferred by government upon individuals, and which do not belong to the citizens of the country generally of common right. It is essential to the character of a franchise that it should be a grant from the Sovereign authority; and in this country, no franchise can be held which is not derived from a law of the State.

The comity of suit brings with it the comity of contract, and where the one is expressly adopted

by the courts, the other must also be presumed,

according to the usages of nations, unless the contrary can be shown.

The State of Alabama has not merely acquiesced by allence, but her judicial tribunals have declared the adoption of the law of international comity in the case of a suit.

The State of Alabama never intended, by its constitution, to interfere with the right of selling, or purchasing bills of exchange.

When the policy of a State is manifest, the courts of the United States would be bound to notice it as a part of its code of laws, and to de

clare all contracts in the State repugnant to it

to be illegal and void.

The case of The New Orleans and Carrollton Railroad Company was submitted by Mr. Ogden, on the argument in the other causes.

In the case of The Bank of Augusta v. Joseph B. Earle, the facts were the following: The Bank of Augusta, incorporated by the Legislature of the State of Georgia, instituted in the Circuit Court for the Southern District of Alabama, in March, 1837, an action against Joseph B. Earle, a citizen of the State of Alabama, on a bill of exchange, dated at Mobile, November 3, 1836, drawn at sixty days' sight, by Fuller, Gardner & Co., on C. B. Burland & Co., of New York, in favor of Joseph B. Earle, and by him indorsed, for six thousand dollars. The bill was accepted by the drawees, but was afterwards protested for nonpayment, and was returned with protest to the plaintiffs,

The following facts were agreed upon by the counsel for the plaintiffs and the defendant, and were submitted to the Circuit Court:

"The defendant defends this action upon the following facts that are admitted by the plaintiffs: That plaintiffs are a corporation, incorporated by an act of the Legislature of the State of Georgia, and have power usually conferred upon banking institutions, such as to That the bill purchase bills of exchange, etc. sued on was made and indorsed for the purpose of being discounted by Thomas McGran, the agent of said bank, who had funds of the plaintiffs in his hands, for the purpose of purchasing bills, which funds were derived from bills and notes, discounted in Georgia by said plaintiffs, and payable in Mobile, and the said McGran, agent as aforesaid, did so discount and purchase the said bill sued on, in the city of Mobile, State aforesaid, for the benefit of said bank, and with their funds, and to remit said funds to the said plaintiffs.

"If the court shall say that the facts constitute a defense to this action, judgment will be given for the defendant, otherwise for plaintiffs, for the amount of the bill, damages, interest and costs; either party to have the right of appeal or writ of error to the Supreme Court, upon the statement of facts and the judgment thereon."

The Circuit Court gave judgment for the defendant.

The Bank of the United States, incorporated by the Legislature of the State of Pennsylvania, as the holders of a bill of exchange protested for nonpayment, for five thousand three hundred and fifty dollars, drawn by Charles Gascoine, at Mobile, on the 14th January, 1837, at four months, on J. and C. Gascoine, of New York, in favor of W. D. Primrose, and by him indorsed, instituted in October, 1837, an action against the indorser of the bill, in the Circuit Court for the Southern Dis- [*522 trict of Alabama. The agreed facts of the case, which were submitted to the Circuit Court, were as follows:

"The plaintiffs are a body corporate, existing under and by virtue of a law of the State of Pennsylvania, authorized by its charter to sue and be sued by the name of the President, Directors and Company of the Bank of the United States, and to deal in bills of exchange, and is composed of citizens of Pennsylvania, and of States of the United States, other than

the State of Alabama. The defendant is a | citizen of the State of Alabama. George Poe, Jr., was the agent of the plaintiffs, resident in Mobile, and in the possession of funds belonging to the plaintiffs, intrusted to him for the sole purpose of purchasing bills of exchange. The said George Poe, Jr., as such agent, on the 14th day of January, A. D. 1837, purchased at Mobile the bill declared upon, and paid for the same in notes of the branch of the Bank of the State of Alabama, at Mobile. The defendant is the payee of the bill, and indorsed it to plaintiffs, the present holders. The bill was presented at maturity to the acceptors, and duly protested for nonpayment, and due and legal notice given to the defendant.

"The question for the opinion of the court on the foregoing statement of facts is, whether the purchase of the said bill of exchange by the plaintiffs, as aforesaid, was a valid contract under the laws of Alabama. If the court be of opinion that the said contract was valid, and that the said plaintiffs, as holders of the said bill, acquired the legal title thereto by the said purchase, then judgment to be rendered for the plaintiffs for the sum of $5,350, with interest at eight per cent. since 30th May, 1837, and ten per cent. damages on it. But if the court be of opinion that the said purchase was prohibited by the laws of Alabama, and the contract was therefore invalid and void, judgment to be rendered for the defendant." The Circuit Court gave judgment for the defendant.

The action of the New Orleans and Carrollton Railroad Company, incorporated by an act of the Legislature of Louisiana, was upon a bill of exchange drawn by Fuller, Gardner & Co., of Mobile, in favor of Joseph B. Earle, upon Fuller & Yost, of New Orleans, for five thousand two hundred and ten dollars, protested for nonpayment. The action was against the indorser of the bill, which had been purchased at Mobile by an agent of the plaintiffs, who had funds in his hands belonging to the plaintiffs, for the purpose of purchasing bills of exchange, as a means of remittance to New Orleans.

The Circuit Court gave judgment for the defendant.

The case of The Bank of Augusta was argued by Mr. D. B. Ogden for the plaintiffs, and by Mr. C. J. Ingersoll for the defendant. Mr. Ogden also submitted the case of The New Orleans and Carrollton Railroad Company to the court, on the argument in the case of The Bank of Augusta, etc. The case of The Bank of the United States v. Primrose was argued by 523*] Mr. Sergeant and Mr. Webster for the plaintiff in error, and by Mr. C. J. Ingersoll and Mr. Vande Gruff for Joseph B. Earle. A printed argument for W. D. Primrose was also submitted by Mr. Crawford.

Mr. Ogden, for the Bank of Augusta, contended that the bank had a right to become the purchaser of the bill of exchange on which the suit was brought, and they had a legal right to recover its amount against the defendant, as the indorser of the bill.

The plaintiffs were the owners of a bill or bills of exchange, which they had purchased at Augusta, in Georgia, drawn on persons in

Mobile, which were remitted by them to Mobile and were there paid. The funds thus obtained were invested in the bill of exchange which is the subject of this suit, for the purpose of a remittance. The question for the determination of this court is whether the plaintiffs had authority to make the purchase. The Circuit Court of Alabama decided this to be contrary to the laws of Alabama.

If the decision of the Circuit Court shall be sustained by this court, a deeper wound will be inflicted on the commercial business of the United States than it has ever sustained. The principal means by which the commercial dealing between the States of the United States and Alabama is conducted will be at an end, and there will be no longer the facilities of intercourse for the purposes of traffic, by which alone it is prosperous and beneficial. Nor will the effect of such a decision be confined to the State of Alabama. The principles of law which forbid the dealing in exchange by a corporation established under the laws of another State, and by the terms of its charter expressly authorized to purchase bills of exchange, will prevail to the full extent of inhibiting the same purchases in other States, and thus exclude the principal operations of commerce between the States of the Union. In the State of Alabama, such a condition of things will operate most injuriously. The purchases of bills of exchange in that State, are extensively made by the agents of corporations of other States; and thus, by the competition which is produced, the rates of exchange are kept in a due proportion to those of other States. The large productions of cotton in that State are thus enabled to realize to the planter a proper and an equal price to that obtained by the planters in the neighboring States. Should the banks of Alabama and the capitalists of that State have the exclusive right to deal in exchange, the effect of such a monopoly will be felt extensively.

Such operations in exchange as those out of which this controversy has arisen, have been transacted in every State of the Union. Until now, their legality has never been doubted; and in no court of the United States, or in any State court, has their validity been before questioned or denied. The Union has existed for more than half a century; the transactions between the States composing it, of the same character with that which is now before the court, have, for a large portion of that period, been extensive and constant, and they have been universally found to be beneficial. No State, whatever the power of its Legislature [*524 may be to act upon the matter a power which it is not intended to admit or deny in this ar gument-has attempted to interpose a prohibition and forbid such dealing.

The proposition in the Circuit Court, and on which its decision is founded, is that a corporation of one State can do no commercial business, can make no contract, and can do nothing in any other State of the Union but in that in which, by the law of the State, it has been created.

This proposition is the more injurious, as in the United States associated capital is essentially necessary to the operations of commerce, and the creation and improvement of the facilities of intercourse, which can only be accomplished

of Augusta may buy a bill on Mobile, and the bill may be sent by the Bank to Mobile for collection. It may be paid in Mobile to the agent of the bank; but if a coration cannot make a contract, no implied promise of the agent to remit the money collected to the Bank of Augusta can be raised, and he may keep the whole amount. Suppose a note given by him to the bank for the money, it would be void. The doctrine is monstrous.

The Constitution of the United States was formed to establish a national government, and this court is a most important part of the government thus formed. The great object of the Constitution was to erect a government for commercial purposes, for mutual intercourse, and mutual dealing. The prosperity of every State could alone be promoted and secured by establishing these on principles of reciprocity, and on the security and protection of the citizens of each State, in all the States united by the government. This court will hesitate a long time before it will make a decision which will either break down or cripple the whole of the commercial intercourse between the States, and shake the foundations of all our internal commerce.

One of the most important objects and interests for the preservation of the Union is the establishment of railroads. Cannot the railroad corporations of New York, Pennsylvania, or Maryland, make a contract out of the State for materials for the construction of a railroad? | Cannot these companies procure machinery to use on their railroads, in another State. They cannot get on without this right. These railroads often run into other States, with the permission of those States; and it never has been doubted that every contract for construction made by the corporations to which the railroads belong, although out of the State in which they were originally created, is valid.

Manufacturing corporations established in one State by the law of the State cannot sue in another State for debts due for articles made by such corporation, if the decision of the Circuit 527*] Court of Alabama is sustained by this court. Policies of insurance made in another State than that in which the property insured was, at the time of the insurance, will be void. The Legislature of New York have by a special law prohibited insurances against fire being made in New York by foreign corporations. This shows that the Legislature thought that without such a law, foreign corporations had the right to make such insurances, and to sue upon contracts made in New York, or contracts growing out of policies in insurance. Revised Laws of New York, 52; Act of March 18th, 1814.

It is admitted that a corporation may not carry on the business for which it was created, out of the State whose laws gave it existence. But this does not interfere with the right claimed by the plaintiffs in this case. The Bank of Augusta cannot carry on the business of banking in Alabama, for by the laws of Alabama, this is forbidden. But if not forbidden by the law of that State, it could transact the business of banking there. At common law every man has a right to become a banker, and to carry on the business of banking. The acts of Parlia

ment in England impose restrictions on this common law right. 15 Johns. Rep. 379.

The plaintiffs in this case are citizens of the State of Georgia. They are so called in the writ by which the suit was commenced; and by the Constitution of the United States they have a right to transact any business which any persons, citizens of the State of Alabama, may carry on, and which is not prohibited by the laws of the State. The laws of New York authorize special partnerships. Have not these partnerships a right to deal in Georgia and Alabama to the same extent and in the same manner as in New York? This shows that an association under the name of one person, can do any and all acts which citizens of New York or of any other State can do.

Large collections have been made by the Bank of England in the United States, on bills of exchange drawn in the United States, and returned protested for nonpayment. There has not been a suggestion that the Bank of England, a foreign corporation, could not pursue such claims in the courts of the States and of the United States, in the same manner as individuals. All those bills have been collected, but a very small amount; and this after many of them had been put in suit. Large and numerous sales of the stocks of States of the United States, and of corporations established by States, have been made in other States and in England. These would be void on the same principle as that claimed on the part of the defendant in this case. Alabama has herself issued stock as the basis of her banking capital, and this stock has been sold out of the State of Alabama. Yet she will not be bound to pay the amount of this stock, or even to pay the interest on it, if as a corporation she cannot contract out of her territories.

Mr. Ogden went into an examination of the cases which had been referred to by the Circuit Court of Alabama, and which were *con- [*528 sidered by that court as sustaining the principle that the plaintiffs in error could not maintain this suit. He examined particularly the case of Head and Amory v. The Providence Insurance Company, 2 Cranch, 127; The Dartmouth College case, 4 Wheat. 519; Goslen v. The Corporation of Georgetown, 6 Wheat. 593; The Bank of the United States v. Donnally, 8 Peters, 361.

There is another class of cases and authorities cited in the opinion of the Circuit Court of Alabama, which go to show that a corporation has no power which is not given to it by the law which created it, and from which all its functions are derived. It is not necessary to examine these authorities, because the principle laid down by the Circuit Court is fully admitted; and because in this case, it is not a question as to the powers of the corporation, but as to the place where those powers may be executed.

There is another view upon this branch of the argument which appears worthy of the serious consideration of this court. This is an action commenced in the Circuit Court of the United States. How does the court acquire jurisdiction of the cause? Certainly not under the State law of Georgia, constituting the plaintiffs a corporation. A State Legislature