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U. S. Bank

ment. This is not, we think, a case in which the 1824. character of the defendant gives jurisdiction to the Court. If it did, the suit could be instituted only in the Supreme Court. This suit is not to be Planters sustained because the Planters' Bank is guable in the federal Courts, but because the plaintiff has a right to sue any defendant in that Court, who is not withdrawn from its jurisdiction by the constitution, or by law. The suit is against a corporation, and the judgment is to be satisfied by the property of the corporation, not by that of the individual corporators.

corporators. The State does not, by becoming a corporator, identify itself with the corporation. The Planters' Bank of Georgia is not the State of Georgia, although the State holds an interest in it.

It is, we think, a sound principle, that when a government becomes a partner in any trading company, it devests itself, so far as concerns the transactions of that company, of its sovereign character, and takes that of a private citizen. Instead of communicating to the company its privileges and its prerogatives, it descends to a level with those with whom it associates itself, and takes the character which belongs to its associates, and to the business which is to be transacted. Thus, niany States of this Union who have an interest in Banks, are not suable even in their own Courts ; yet they never exempt the corporation from being sued. The State of Georgia, by giving to the Bank the capacity to sue and be sued, voluntarily strips itself of its sovereign character, so far as respects the transactions of the Bank, and waives all

V. Planters'

1824. the privileges of that character. As a member of

a corporation, a governmeat never exercises its V. S. Bank

sovereignty. It acts merely as a corporator, and

exercises no other power in the management of Bank.

the affairs of the corporation, than are expressly given by the incorporating act.

The goveroinent of the Union held shares in the old Bank of the United States ; but the privileges of the government were not imparted by that circunstance to the Bank. The United States was not a party to suits brought by or against the Bank in the sense of the constitution. So with respect to the present Bank. Suits brought by or against it are not understood to be brought by or against the United States. The government, by becoming a corporator, lays down its sovereignty, so far as respects the transactions of the corporation, and exercises no power or privilege whieh is not derived from the charter.

We think, then, that the Planters' Bank of Georgia is not exempted from being sued in the federal Courts, by the circumstance that the State is a corporator.

2. We proceed next to inquire, whether the jurisdiction of the Court is ousted by the circumstance, that the notes on which the suit was instituted, were made payable to citizens of the State of Georgia.

Without examining whether, in this case, the original promise is not to the bearer, the Court will proceed to the more general question, whether the Bank, as endorsee, may maintain a suit against the maker of a note payable to a citizen of

the State. The words of the Judiciary Act, sec. 1824. tion 11. are," nor shall any District or Circuit

U. 8. Banks Court have cognizance of any suit, to recover the

Planters' contents of any promissory note, or other chose in

Bank. action, in favour of an assignee, unless a suit might have been prosecuted in such Court to recover the said contents, if no assignment had been made, except in cases of foreign bills of exchange.”

This is a limitation on the jurisdiction conferred by the Judicary Act. It was apprehended that bonds and notes, given in the usual course of business, by citizens of the same State, to each other, might be assigned to the citizens of another State, and thus render the maker liable to a suit in the federal Courts. To remove this inconvenience, the act which gives jurisdiction to the Courts of the Union over suits brought by the citizen of one State against the citizen of another, restrains that jurisdiction, where the suit is brought by an assignee to cases where the suit might have been sustained, had no assignment been made. But the Bank does not sue in virtue of any right conferred by the Judiciary Act, but in virtue of the right conferred by its charter. It does not sue because the defendant is a citizen of a different State from

any of its members, but because its charter confers upon it the right of suing its debtors in a Circuit Court of the United States

If the Bank could not sue a person who was a citizen of the same State with any one of its members, in the Circuit Court, this disability would de

There is, probably, not a commercial State in the Union, some of whose citizens

feat the power.

V.

1824. are not members of the Bank of the United States.

There is, consequently, scarcely a debt due to the U. S. Bank

Bank, for which a suit could be maintained in a fePlanters' Bank.

deral Court, did the jurisdiction of the Court depend on citizenship. A general power to sue in any Circuit Court of the United States, expressed in terms obviously intended to comprehend every case, would thus be construed to comprehend no case. Such a construction cannot be the correct

one.

We think, then, that the charter gives to the Bank a right to sue in the Circuit Courts of the United States, without regard to citizenship; and that the certificate on both questions must be in favour of the plaintiff.

Mr. Justice Johnson. This cause is one in which, from the great importance of the questions it gave rise to, was certified to this Court, on a pro forma difference of opinion, that it might undergo the fullest investigation, and give time for the maturest reflection.

The first of the points certified, involved the question of jurisdiction; for my opinion on which, I must refer to the case of Osborn et al. o. The Bank of the United States, argued in conjunction with this, and decided this term.

That opinion is final on the judgment which I must give in the cause ; but there were other questions, which, although not touched upon in the argument here, were very ably argued in the Court below, and on whicb, having formed in opinion, I will make some remarks.

The case of The Bank o. Dedeaux, having.de- 1824. cided that this Court will look into the individual

U. S. Bank characters of the corporators plaintiffs, in order

Planter' to give jurisdiction, where it depends on circum

Bank stances of the person, it was contended in the Court below, that this Court was bound, in justice, to look behind the charter of the Bank defendant, in order to determine the individual characters of the corporators defendants also.

And the pleas were so drafted, as to exhibit to the Court two grounds on which to decide against the jurisdiction of the Circuit Court, as depending on individual character. The one was, that a citizen of one State was suing a citizen of the same State; the other, that the State of Georgia was a defendant, being a member of the corporation defendant, and was exempt from suit under the 11th amendment. And on both these grounds, I see not how I can refuse my assent to the doctrine of the pleas. The case of Deveaux forms, I presume, one of the canons of this Court. On no other ground can that decision be law, but that the individual corporators were the real parties plaintiffs. The same principle, when applied to the corporation defendant, will make the individual corporators here the real defendants to the suit. If, then, the real plaintiffs and the real defendants are so related in personal character, as to preclude this Court from taking jurisdiction, I see no ground on which we can sustain the demurrer, unless we reverse the decision in Dedeaux's case.

So, also, with regard to the State of Georgia. An original suit against that State for the recovery

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