of each State shall be entitled to all the privileges and immunities of citizens in the several States." However obvious and general this provision may be, it will be found to have some particular application to the case now before the court; the article in the confederation serving as the expounder of this article in the Constitution.

it sign an agreement for the freight, insurance, | privileges in the following form: "The citizens and charges of bringing it round? To do that would be an act of commerce, of navigation, not of exchange. A power conferred upon a bank to deal in exchange would be perfectly nugatory, unless accompanied by a power also to direct its funds to be remitted. The practical result of a contrary construction would be that this Pennsylvania bank may carry on exchange between Philadelphia and Reading, or Pennsylvania and Lancaster, but not by possibility with Mobile, or any other city or place in the south, or even with New York, Trenton, or Baltimore. Out of Pennsylvania it could only buy and remit. It could get no return. An exchange that runs but one way! What sort of an exchange is that?

Having cleared the case of some of these generalities, Mr. Webster proceeded to the exposition of what he considered a constitutional, American view of the question.

The record of this case finds that these plaintiffs, the members of the corporation of the United States Bank, are citizens of other States, and that the defendant is a citizen of Alabama. Now, in the first place, to begin with the beginning of this part of the question, what are the relations which the individual citizens of one State bear to the individual citizens of any other State of this Union?

That this article in the Constitution does not confer on the citizens of each State political rights in every other State, is admitted. A citizen of Pennsylvania cannot go into Virginia and vote at an election in that State; though, when he has acquired a residence in Virginia, and is otherwise qualified as required by her constitution, he becomes, without formal adoption as a citizen of Virginia, a citizen of that State politically. But for the purposes of trade, commerce, buying and selling, it is evidently not in the power of any State to impose any hinderance or embarrassment, or lay any excise, toll, duty, or exclusion, upon citizens of other States, to place them, coming there, upon a different footing from her own citizens.

There is one provision, then, in the Constitution, by which citizens of one State may trade in another without hinderance or embarrassment.

There is another provision of the Constitution by which citizens of one State are entitled to sue citizens of any other State in the courts of the United States.

This is a very plain and clear right under the Constitution; but it is not more clear than the preceding.

they may sue in Alabama in the courts of the United States. This is American, constitutional law, independent of all comity whatever.

How did the matter stand before the Revolution? When these States were colonies, what Iwas the relation between the inhabitants of the different colonies? Certainly it was not that of aliens. They were not, indeed, all citizens of the same colony; but certainly they were fellow-subjects, and owed a common allegiance; *Here, then, are two distinct consti- [*553 552] and it was not competent for the tutional provisions conferring power upon legislative power to say that the citizens of any citizens of Pennsylvania and every other State, one of the colonies should be alien to the as to what they may do in Alabama or any other. This was the state of the case until the other State: citizens of other States may trade 4th of July, 1776, when this common allegi- in Alabama in whatsoever is lawful to citizens ance was thrown off. After a short interval of of Alabama; and if, in the course of their dealtwo years, after the renunciation of that al-ings, they have claims on citizens of Alabama, legiance, the articles of confederation were adopted; and now let us see what was the relation between the citizens of the different States by the articles of confederation. The government had become a confederation. But it was something more-much more. It was not merely an alliance between distinct governments for the common defense and general welfare, but it recognized and confirmed a community of interest, of character, and of privileges, between the citizens of the several States. "The better to secure and perpetuate mutual friendship and intercourse among the people of the different States in this Union," said the fourth of the articles of confederation, "the free inhabitants of each of these States shall be entitled to all the privileges and immunities of free citizens in the several States; and the people of each State shall have free ingress and egress to and from any other State, and shall enjoy therein all the privileges of trade and commerce," etc. This placed the inhabitants of each State on equal ground as to the rights and privileges which they might exercise in every other State. So things stood at the adoption of the Constitution of the United States. The article of the present Constitution, in fewer words and more general and comprehensive terms, confirms this community of rights and

By the decisions of this court it has been settled that this right to sue is a right which may be exercised in the name of a corporation. Here is one of their rights, then, which may be exercised in Alabama by citizens of another State in the name of a corporation. If citizens of Pennsylvania can exercise in Alabama the right to sue in the name of a corporation, what hinders them from exercising in the same manner this other constitutional right, the right to trade? If it be the established right of persons in Pennsylvania to sue in Alabama in the name of a corporation, why may they not do any other lawful act in the name of a corporation? If no reason to the contrary can be given, then the law in the one case is the law also in the other case.

My learned friend says, indeed, that suing and making a contract are different things. True; but this argument, so far as it has any force, makes against his cause; for it is a much more distinct exercise of corporate power to bring a suit, than by an agent to make a purchase. What does the law take to be true, when it says that a corporation of one State may sue in another? Why, that the corpora

tion is there, in court, ready to submit to the court's decree, a party on its record. But in the case of the purchase of the bill of exchange, such as is the subject of this suit, what is assumed? No more than that George Poe bought a bill of exchange, and paid the value for it, on account of his employers in Philadelphia. So far from its being a more natural right for a corporation to be allowed to sue, it is a more natural right to be allowed to trade in a State in which the corporation does not exist. What is the distinction? Buying a bill of exchange is said to be an act, and therefore the corporation could not do it in Alabama. Is not a suit an act? Is it not doing? Does it not, in truth, involve many acts?

The truth is, that this argument against the power of a corporation to do acts beyond the territorial jurisdiction of the authority by which it is created, is refuted by all history as well as by plain reason.

What have all the great corporations in England, been doing for centuries back? The English East India Company, as far back as the reign of Elizabeth, has been trading all over the eastern world. That company traded in Asia before Great Britain had established any territorial government there, and in other parts of the world, where England never pretended to any territorial authority. The Bank of England established in 1694, has been always trading and dealing in exchanges and bullion with Hamburg, Amsterdam, and other marts of Europe. Numerous other corporations have 554*] been *created in England, for the purpose of exercising power over matters and things in territories wherein the power of England has never been exerted. The whole commercial world is full of such corporations exercising similar powers, beyond the territorial jurisdiction within which they have legal existence.

"the parties in such a case, where the members of the corporation are aliens, or citizens of different State from the opposite party, come within the spirit and terms of the jurisdiction conferred by the Constitution of the national tribunals." "That corporations composed of citizens are considered by the Legislature as citizens, under certain circumstances, is to be strongly inferred from the registering acts. It never could be intended that an American registered vessel, abandoned to an insurance company composed of citizens, should lose her character as an American vessel; and yet this would be the consequence of declaring that the members of the corporation were, to every intent and purpose, out of view, and merged in in the corporation."

The argument here is that citizens may exercise their rights of suing, as such citizens, in the name of their corporation; because, in such a name, the law recognizes them as competent to engage in transactions, hold property, and enjoy rights proper for them as citizens.

If the court agree in this language of its own opinion as far back as the year 1809, it must be admitted that the rights of the people of Pennsylvania, as citizens of the United States, are not merged in the act of incorpora tion by which they are associated, and under which they are parties to this suit. If there ever was a human being that did not [*555 argue to the obscure from the more obscure, it was certainly the late Chief Justice of the United States. And what was his argument to prove that the citizens of one State may sue in another by a corporate name. It is, as I have said, that they may sue by a corporate name, because they can do acts out of court by a corporate name; whilst, directly reversing this conclusion, it has been held in this case, in the court below, that, whilst a corporation of one State may rightfully sue in another State, it cannot do any other act therein.

In this view of the case, said Mr. Webster, I see no occasion to invoke the law of comity or international courtesy to our aid. Here our case stands, independently of that law, on American ground, as an American question.

I say, then, that the right, secured to the people of Pennsylvania, to sue in any other State in the name of a corporation, is no more clear than this other right of such a corporation to trade in any other State; nor even so clear: it is a farther fetched legal presumption, or a much greater extent of national Now, as to the reason of the case. What courtesy or comity, to suppose a foreign corpo- possible difference can it make, if these citizens ration actually in court, in its legal existence, of Pennsylvania can trade, or buy and sell with its legal attributes, and acting in its bills, in Alabama, whether the trading, or buyown name, than it is to allow an ordinary acting and selling, be under one agency or anof trade, done by its agent, on its own account, to be a valid transaction.

other? That Poe (the agent of the United States Bank at Mobile) could, under a power of Mr. Webster here referred to an opinion of attorney from a citizen of Philadelphia, buy this court directly bearing on this question. It and sell bills of exchange in Alabama, will not was a case of The Bank of the United States be denied. If, without an act of incorporation, v. Deveaux, decided in 1809. The bank here several citizens of Philadelphia should form an mentioned was the first bank of the United association to buy and sell bills of exchange, States, which had not, like the last, express with five directors or managers of its conauthority given in its charter, to sue in the cerns, those five directors may send as many courts of the United States. It sued, therefore, agents as they please into other States to buy as this plaintiff sues, in its name as a corpora- bills of exchange, etc. Having thus formed tion; but with an averment, as here, that its themselves into this associated company, and members were citizens of Pennsylvania, the appointed agents for the purpose of transactaction being brought against a citizen of ing their business, if they should go one step Georgia. The only question was, whether the farther, and obtain a charter from Pennsyl plaintiffs might not exercise their constitu- vania, that their meetings and proceedings may tional right to sue in the courts of the United be more regular, and the acts of the association States, although they appeared in the name more methodical, what would be the difference, of their Pennsylvania corporation; and the in the eye of reason, between the acts of the court decided that they might. "Substantially members of such a corporation, and the acts of and essentially," said Chief Justice Marshall, the same individuals, associated for the same

But if the rights of the plaintiffs under this constitutional view of the case, be doubted, then what has been called the comity of nations obliges the court to sustain the plaintiffs, in this cause.

purposes, without incorporation, and acting by | this bill and to recover judgment upon it. For common agents, correspondents, or attorneys? the same reason that they had a right to The officers of a bank are but the agents of bring this suit, they had the right to do the act the proprietors, and their purchases and sales upon which the suit was brought. are founded upon their property, and directed by their will, in the same manner as the acts of agents of unincorporated associations or partnerships. The Girard Bank, we all know, was never incorporated until after Mr. Girard's death; yet its proprietor, during a considerable The term "comity" is taken from the civil part of his life, and until his death, acted as a law. Vattel has no distinct chapter upon that banker. Could he not, during his life, send an head. But the doctrine is laid down by other agent into Alabama, and there purchase bills authorities with sufficient distinctness, and in of exchange? And if his neighbors over the effect by him. It is, in general terms, that way chose to ask for an act of incorporation there are, between nations at peace with one from the State of Pennsylvania, are they another, rights, both natural and individual, rethereby less entitled to the privileges common sulting from the comity or courtesy due from to all other citizens than Stephen Girard was? one friendly nation to another. Among these I agree, certainly, generally, that a State law is the right to sue in their courts respectively; cannot operate exterritorially, as the phrase is. the right to travel in each other's dominions; But it is a rule of law that a State authority the right to pursue one's vocation in trade; the may create an artificial being, giving it legal right to do all things, generally, which belong existence; and that that being, thus created, to the citizens proper of each country, and may legally sue in other States than that by which they are not precluded *from do. [*557 which it is created. It follows, of course, as a ing by some positive law of the State. Among 556] consequence of the right of suit in these rights, one of the clearest is the right of another State, that it may obtain judgment a citizen of one nation to take away his propthere. If it obtain judgment, it may accept erty from the territory of any other friendly satisfaction of that judgment. If a judgment nation, without molestation or objection. This be obtained in Alabama by the United States is what we call the comity of nations. It is Bank, would not an acknowledgment of satis- the usage of nations, and has become a positive faction by an agent of the bank be a satis-obligation on all nations. I know, said Mr. faction of the decree of the court? How is the Webster, that it is but a customary or volunfruit of a suit to be gathered, if the bank, by tary law; that it is a law existing by the comits agent, cannot do this act? What benefit can mon understanding and consent of nations, it be to this bank to be allowed to sue in and not established for the government of Alabama, if it cannot take the money sued for? nations by any common superior. For this But it is said by the court below that it can- reason, every nation, to a certain extent, judges not recover money in Alabama, because it can- for itself of the extent of the obligation of not do an act there! According to this argu- this law, and puts its own construction upon it. ment, although the power to appeal to law, Every other nation, however, has a right to and the power to recover judgment exist, yet do the same; and if, therefore, any two nations the fructus legis is all dust and ashes. differ irreconcilably in their construction of this law, there is no resort for settling that difference but the ultima ratio regum.

On the commercial branch of this question (Mr. Webster continued) he would say but little. But this much he would say: The State of Alabama cannot make any commercial regulation for her own emolument or benefit, such as should create any difference between her own citizens and citizens of other States. He did not say that the State of Alabama may not make corporations, and give to them privileges which she does not give to her citizens. But he did say that she cannot create a monopoly to the prejudice of citizens of other States, or to the disparagement or prejudice of any common commercial right. Suppose that a person having occasion to purchase bills of exchange should not like the credit of bills sold by the Bank of Alabama; or suppose (what is within the reach of possibility) that the Bank of Alabama should fail; may not a citizen buy bills elsewhere? Or is it supposed that the State of Alabama can give such a preference to any institution of her own, in the buying and selling of exchange, that no exchange can be bought and sold within her limits, but by that institution? It would be, doubtless, doing the State great injustice to suppose that she could entertain any such purpose.

In conclusion of the argument upon this point, said Mr. Webster, I maintain that the plaintiffs in this case had a right to purchase

The right of a foreigner to sue in the courts of any country may be regulated by particular laws or ordinances of that country. He may be required to give security for the costs of suit in any case, or not to leave the country until the end of the controversy. He may possibly be required to give security that he will not carry his property out of the country till his debts are paid. But if, under pretense of such regulation, any nation shall impose unreasonable restrictions or penalties on the citizens of any other nation, the power of judging that matter for itself lies with that other nation. Suppose that the government of the United States, for example, should say that every foreigner should pay into the public treasury, ten, twenty, or fifty per cent. of any amount which he might recover by suit in our courts of law; would such a regulation be perfectly just and right? Or would not the practice of such extortion upon the citizens of other nations be a just ground of complaint, and, if unredressed, a ground of war, much more sufficient than most of the causes which put nations in arms against one another? What is, in fact, now the question, which has assumed so serious an aspect between the governments of France and Mexico? One of the leading causes of differ

ence between the two countries, so far as I understand it, is not that the courts of Mexico are not open to the citizens or subjects of France, but that the courts do not do justice between them and the citizens of Mexico; in other words, that French subjects are not treated in Mexico according to the comity of the law of nations. [Mr. Webster said he did not speak of the merits of this quarrel: into that he did not enter; he spoke only of things alleged between the parties.] Look, said Mr. Webster, into Vattel, and you will find that this very right to carry away property, the proceeds of trade from a foreign friendly country, by exchange, is a well understood and positive part of the law of nations. Suppose that there existed no treaties between the United States and France or England guarantying these rights to each other's citizens: those rights would yet exist by tacit consent and permission. Suppose this government, in the absence of treaties, were to shut its courts 558*] against the citizens of either nation (to do so would be only a violation of the comity of nations), and should grant them no redress upon complaint being made: it might unquestionably be ground of war against the United States by that nation.

The law of comity is a part of the law of nations, and it does authorize a corporation of any State to make contracts beyond the limits of that State.

How does a State contract? How many of the States of this Union have made contracts for loans in England? A State is sovereign, in a certain sense. But when a State sues, it sues as a corporation. When it enters into contracts with the citizens of foreign nations, it does so in its corporate character. I now say that it is the adjudged and admitted law of the world that corporations have the same right to contract and to sue in foreign countries as individuals have. By the law of nations, individuals of other countries are allowed in this country to contract and sue; and we make no distinction, in the case of individ uals, betwen the right to sue and the [*559 right to contract. Nor can any such distinction be sustained in law in the case of corporations. Where, in history, in the books, is any law or dictum to be found (except the disputed case from Virginia) in which a distinction is drawn between the rights of individuals and of corporations to contract and sue in foreign countries in regard to things generally free and open to everybody? In the whole civilized There are in London several incorporated in-world, at home and abroad, in England, Holsurance companies. Suppose a ship insured by land, and other countries of Europe, the equal one of these companies should be wrecked in rights of corporations and individuals, in this the Chesapeake Bay. Being abandoned, she respect, have been undisputed until now, and becomes the property of the corporation by in this case; and if a distinction is to be set up which she was insured. I demand whether the between them at this day, it lies with the insurers may not come and take this property, counsel on the other side to produce some semand bring an action for it, if necessary, in any blance of authority or show of reason for it. court of this country, State or federal? They But it is argued that though this law of commay recover by an action of tort against the ity exists as between independent nations, it wrong-doer. They may replevy their prop-does not exist between the States of this Unerty, if necessary, or sell it, or refit it, or send it back. Unquestionably, if any country were to debar the citizens of another country of the enjoyment of these common rights within its territorial jurisdiction, it would be cause of war. I do not mean that a single act of that sort would or should bring on a war; but it would be an act of that nature, so plain and manifest a violation of our duty under the law of nations, as to justify war. According to the judgment of the court below in the present case, however, these insurance companies would be deprived of their rightful remedy. You let them sue, indeed; but that is all.

Mr. Webster here referred to a case tried some time ago in the Circuit Court of the Massachusetts District, in which he was counsel, in which a vessel insured in Boston was wrecked in Nova Scotia, and was abandoned to the insurers. The insurance office sent out an agent, who did that which the owner of the vessel said was an acceptance of the abandonment. On the question whether the agent of the Boston office accepted the abandonment (said Mr. Webster) the court decided the case. If we had said that we sent him down, indeed, but that his agency ceased when he got to the boundary line of the State, and he could do no act when he got beyond it, and the court had agreed with us, we might, perhaps, have gained our cause. But it never occurred to me, nor probably to the court, that the agency of our agent terminated the moment that he passed the limits of the State,

ion. That argument appears to have been the foundation of the judgment in the court below.

In respect to this law of comity, it is said, States are not nations; they have no national sovereignty; a sort of residuum of sovereignty is all that remains to them. The national sov. ereignty, it is said, is conferred on this government, and part of the municipal sovereignty. The rest of the municipal sovereignty belongs to the States. Notwithstanding the respect which I entertain for the learned judge who presided in that court, I cannot follow in the train of his argument. I can make no diagram, such as this, of the partition of national character between the State and the general governments. I cannot map it out, and say so far is national, and so far municipal; and here is the exact line where the one begins and the other ends. We have no second Laplace, and we never shall have, with his Méchanique Politique, able to define and describe the orbit of each sphere in our political system with such exact mathematical precision. There is no such thing as arranging these governments of ours by the laws of gravitation, so that they will be sure to go on forever without impinging. These institutions are practical, admirable, glorious, blessed creations. Still they were, when created, experimental institutions; and if the convention which framed the Constitution of the United States had set down in it certain general definitions of power, such as have been alleged in the argument of this case,

and stopped there, I verily believe that in the course of the fifty years which have since elapsed, this government would have never gone into operation.

Upon all the consideration that I have given to the case, the conclusion seems to me inevita ble, that if the law of comity do not exist between the States of this Union, it cannot exist Suppose that this Constitution had said, in between the States individually and foreign terms, after the language of the court below-powers. It is true a State cannot make a treaall national sovereignty shall belong to the ty; she cannot be a party to a new chapter on United States; all municipal sovereignty to the the law of nations; but the law which prevails several States. I will say that, however clear, among nations-the customary rule of judicahowever distinct, such a definition may appear ture, recognized by all nations-binds her in all to those who use it, the employment of it in her courts. the Constitution could only have led to utter confusion and uncertainty. I am not prepared to say that the States have no national sovereignty. The laws of some of the States-Maryland and Virginia, for instance-provide punishment for treason. The power thus exercised 560*] *is certainly not municipal. Virginia has a law of alienage: that is, a power exercised against a foreign nation. Does not the question necessarily arise, when a power is exercised concerning an alien enemy-enemy to whom? The law of escheat, which exists in all the States, is also the exercise of a great Sovereign power.

I have heard no answer to another argument. If a contract be made in New York, with the expectation that it is to be there executed, and *suit is brought upon it in Alabama, it [*561 is to be decided by the law of the State in which the contract was made. In a case now before this court, there has been a decision by the court of Alabama, in which that court has undertaken to learn the law of the State of New York, and administer it in Alabama. Why take notice in Alabama of the law of New York? Because, simply, there are cases in which the courts in Alabama feel it to be their duty to administer that law, and to enforce rights accordingly. That, said Mr. Webster, is the very point for which we contend, viz.: the court in Alabama should have given effect to rights exercised in that State by the plaintiff in the present cause, under the authority of Pennsylvania, without prejudice to the State of Alabama.

aim of most of them, as with us, is to concentrate the means of small capitalists in a form in which they can be used to advantage.

The term "sovereignty" does not occur in the Constitution at all. The Constitution treats States as States, and the United States as the United States; and by a careful enumeration declares all the powers that are granted to the United States, and all the rest are reserved to the States. If we pursue, to the extreme point, the powers granted, and the powers reserved, After all that has been said in argument the powers of the general and State govern- about corporations, they are but forms of ments will be found, it is to be feared, imping- special partnership, in some of which the parting, and in conflict. Our hope is that the pruners are severally liable. The whole end and dence and patriotism of the States, and the wisdom of this government, will prevent that catastrophe. For myself, I will pursue the advice of the court in Deveaux's case; I will avoid nice metaphysical subtilties, and all useless theories; I will keep my feet out of the traps of general definition; I will keep my feet out of all traps; I will keep to things as they are, and go no farther to inquire what they might be, if they were not what they are. The States of this Union, as States, are subject to all the voluntary and customary law of nations. [Mr. Webster here referred to and quoted a passage from Vattel (page 61), which, he said, clearly showed that States connected together as are the States of this Union, must be considered as much component parts of the law of nations as any others.]

In the eastern States, manufacturers, too extensive for individual capital, are carried on in this way. A large quantity of goods is manufactured and sold to the south, out of cotton bought in the south, to the amount of many millions in every year. Upon the principle of the decision in the court below, the manufac turers of the goods and the growers of the cotton would be equally precluded from recovering their dues. What will our fellow-citizens of the south say to this? If, after we have got their cotton, they cannot get their money for it, they will be in no great love, I think, with these new doctrines, about the comity of States and nations.

If, for the decision of any question, the prop- Again, look at the question as it regards the er rule is to be found in the law of nations, insurance offices. How are all marine insurthat law adheres to the subject. It follows the ances, fire insurances, and life insurances, efsubject through, no matter into what place, fected in this country, but by the agency of high or low. You cannot escape the law of na- companies incorporated by the several States? tions in a case where it is applicable. The air And the insurances made by these companies of every judicature is full of it. It pervades the beyond the limits of their particular States, are courts of law of the highest character, and the they all void? I suppose that the insurances court of pie poudre; ay, even the Constable's against fire, effected for companies at Hartford, Court. It is part of the Universal law. It may in Connecticut alone, by agents all over the share the glorious eulogy pronounced by Hooker northern States, may amount to an aggregate upon law itself: that there is nothing so high of some millions of dollars. I remember a case as to be beyond the reach of its power, nothing occurring in New Hampshire, of a suit against so low as to be beneath its care. If any ques- one of those companies for the amount of an tion be within the influence of the law of na-insurance, in which a recovery was had against tions, the law of nations is there. If the law of comity does not exist between the States of this Union, how can it exist between a State and the subjects of any foreign sovereignty?

the company; and nothing was said, nor prohably thought, of such a contract of insurance being illegal, on the ground that a corporation of Connecticut could not do an act or make a