Alexander J. Marshall, Plaintiff in error, v. The Baltimore and Ohio Railroad Company, 16 How. 314

Mr. Justice GRIER delivered the opinion- of the court. A question, necessarily preliminary to our consideration of the merits of this case,-has been brought to the notice of the court, though not argued or urged by the counsel. The plaintiff in error,, who was also plaintiff below, avers in his declaration that he is a citizen of Virginia, and that “ The Baltimore and Ohio Railroad Company, the defendant, is a body corporate by

an act'of the General Assembly of Maryland.” It has been objected, that this averment is insufficient to show jurisdiction in the courts of the United States over the “ suit ” or “ controversy.” The decision of this court in the case of the Louisville Railroad v. Letson, 2 Howard, 497, it is said, does not sanction it, or if some of the doctrines advanced should seem so to do, they are extrajudicial, and therefore not authoritative. The published report of that case (whatever the fact may have been) exhibits no dissent to the opinion of the c'ourt by any member of it.

It has, for the space of ten years, been received by the bar as a final settlement of the questions which have so frequently arisen under this clause of the Constitution; and the practice and forms of pleading in the courts of the United States have been conformed to it. Confiding in its stability, numerous controversies involving property and interests to a large amount, have been heard and decided by the circuit courts, and by this court; and many are still pending here, where the jurisdiction has been assumed on the faith of the sufficiency of such an averment.

If we should now declare these judgments to have been entered without jurisdiction or authority, we should inflict a great and irreparable evil on the community. There are no cases, where an adherence to the maxim of “ stare decisis ” is so absolutely necessary to the peace of society, as those which affect retroactively the jurisdiction of courts. For this reason alone, even if the court were now of opinion, that the principles affirmed in the case just mentioned, and that of The Bank v. Deveaux, 5 Cranch, 61, were not founded on right reason, we should' not be justified in overruling them.

The practice founded on these decisions, to say the least, injures or wrongs no man; while their reversal could not fail to work wrong and injury to .many, Besides the numerous cases, with similar averments, over which the court have exercised jurisdiction without objection, we may mention that of Rundle v. The Delaware and Raritan Canal, 14 Howard, 80, as one precisely in point with the present. The report of that case shows that the question of jurisdiction, though not noticed in the opinion of the court, was not overlooked, three of the judges having severally expressed their opinion upon it.

Its value as a precedent is therefore not merely negative. But as we do not rely only on precedent to' justify our conclusion in this case, it may not be improper, once again, to notice the argument used to impugn the correctness of our former decisions, and also to make a brief statement of the reasons which, in our opinion, fully vindicate their propriety.

By the Constitution, the jurisdiction of the courts of the United States is declared to extend, inter alia, to “ controversies between citizens of different States.” The Judiciary Act confers on the circuit courts jurisdiction “ in suits between a citizen of the State where the suit is brought and a citizen of another State.” The reasons for conferring this jurisdiction on the courts of ■ the United States, are- thus correctly stated by a- contemporary, writer (Federalist, No. 80.) “ It may be esteemed as the basis of the Union, ‘ that the citizens of each State shall be entitled to all the privileges and immunities of the citizens of the several States.’ And’ if it be a just principle, that every government ought to possess the means of executing its own provisions by its own-authority, it will follow, that in order to the inviolable maintenance of that equality of privileges and immunities, the national judiciary ought to preside in all cases, in which one State or its citizens are opposed to another State or its citizens.” Now, if this be a right, or privilege guaranteed by the Constitution to citizens of one State in their controversies with citizens of another, it is plain that it cannot 'be taken away from the plaintiff by any legislation of the State in which the defendant resides.

If A, B, and C, with other dormant or secret partners, be empowered to act by their representatives, to sue or to be sued in a collective or corporate name, their enjoyment of these privileges, granted by State authority, cannot nullify this important right conferred on those who contract with them. It was well remarked by Mr.

Justice Catron, in his opinion delivered in the case of Bundle, already referred to, that “if the United States courts could be ousted of jurisdiction, and citizens of other States be forced into the State courts, without the power of election, they would often be deprived, in great cases, of all benefit contemplated by the Constitution ; and in many cases be compelled to submit their rights to judges and juries who are inhabitants of the cities where the suit must-be tried, and to contend with powerful corporations, where the chances of ip> partial justice.would be greatly against them; and where no prudent man would engage with such an antagonist, if he could help it.

State laws, by combining large masses of men under a corporate name, cannot repeal the Constitution. All corporations must have trustees and representatives who are usually citizens of the State where the Corporation is created: and these citizens can be sued, and the corporate property charged by the suit.

Nor can the courts allow the constitutional security to be evaded by unnecessary refinements, without inflicting a deep injury on the institutions of the country.” Let us now examine the reasons which are considered so conclusive and imperative, that they should compel the.court to give a construction to this clause of the Constitution, practically- destructive of the privilege so clearly intended to be conferred by it. “A corporation, it is said, is an artificial person, a mere legal entity, invisible and intangible.” This is no doubt metaphysically true in a certain sense.

The inference, also, that such an artificial entity “ cannot be a citizen ” is a logical conclusion from the premises which cannot be denied. But a citizen who has made a contract, and- has a “ controversy ” with a corporation, may also say, with equal truth, that he did not deal with.a mere metaphysical abstraction, but with natural persons ; that his writ has not been served on an imaginary entity, but on men and citizens; and that his contract was made with them as the legal representatives of numerous unknown associates, or secret and dormant partners.

The necessities and conveniences of trade and business require that such numerous associates and stockholders should act by representation, and have the faculty of contracting, suing, and being sued in a factitious or collective name. But these important faculties, conferred on them by State legislation, for their, own convenience, cannot be wielded to deprive others of acknowledged rights.

It is not reasonable that those who. deal wiih such persons should be deprived of a valuable privilege by a. syllogism, or rather sophism, which deals subtly with words.- and names, without regard to the things or persons they are used to represent. Nor is it reasonable that representatives of numerous unknown 'and ever-changing associates should be permitted to allege the different citizenship of one or more of these stockholders, in order to defeat the plaintiff’s privilege. It is true that these stockholders.are corporators, and represented by this “juridical person,” and come -under the shadow of its name.

But for all the purposes of acting, contracting, and judicial remedy, they can speak, act, and plead, only through their representatives or curators. For the purposes of a suit or controversy, the persons represented by a corporate name can appear only by attorney, appointed by •its constitutional organs. The individual or personal appearance of each and every corporator would not be a comjDliance with the exigency of the writ. of summons or distringas. Though, nominally, they are not really parties to the suit or controversy.

In courts of equity, where there are very numerous associates having all the same interest, they may plead and be impleaded through persons representing their joint interests; and, as in the ease between the northern and southern branches of the Methodist Church, lately decided by this court, the fact that individuals adhering to each division were known to reside within both States of which the parties to the suit were citizens, was not considered as a valid objection to the jurisdiction. In courts of law,

an act of incorporation and a corporate name are necessary to enable the representatives of a numerous association to sue and be sued. “ And this corporation can have no legal existence out of the bounds of the sovereignty by which it is created. It exists only in contemplation of law and by force of the law; and where that law ceases to operate the corporation can. have no existence. It must dwell in the place of its creation.” Bank of Augusta v. Earle, 13 Pet. 512.

The persons who act under these faculties, and use this corporate name, '"may be justly presumed to be resident in the State which is the necessary habitat of the corporation, and where alone .they can be made stíbject to suit; and should be estopped in equity from averring a different domicil as against those who are compelled- . to seek them there, and can find them there and nowhere else.

If it were otherwise it would be in the power of every corporation, by electing a single director residing in a different State, to deprive citizens of other States with whom they have controversies, of this constitutional privilege, and compel them to resort to State tribunals in cases in which, of all others, such privilege may be considered most valuable.

But it-is contended that, notwithstanding the court in decidid g the question of jurisdiction, will look behind the corporate or collective name given to the party, to find the persons who act as the representatives, curators, or trustees, of the association, stockholders, or cestui que trusts, and in such capacity. are the real parties to the controversy; yet that the declaration contains no sufficient averment of their citizenship. Whether the averment of this fact be. sufficient in law, is merely a question of pleading.

If the declaration sets forth facts from which the citizenship of the parties may be presumed or legally inferred, it is sufficient. The presumption arising from the habitat of a corporation in the place of its creation being conclusive as to the residence or citizenship of those who use the corporate name and exercise the faculties conferred by it, the allegation that the “ defendants are a body corporate by the act of the General Assembly' of Maryland,” is a-sufficient averment that the real defendants are citizens of that State. This form of averment has been used for many years.

Any established form of words used for the expression of a particular fact, is a'sufficient averment of it in law. In the case of Gassies v. Ballon, 6 Pet. 761, the petition alleged that “ the defendant had caused himself to be naturalized an American citizen, and that he was at the time of filing the petition residing in the parish of West Baton Rouge.” This was held to be a sufficient averment that he was a citizen of the State of Louisiana.

And the court say, “ a citizen of the United States residing in any State of the Union, is a citizen of that State.” They also express their regret that previous decisions of this court had gone so far in narrowing and limiting the rights conferred by this

article of the Constitution. And we may add, that instead of viewing it as a clause conferring a privilege on the citizens' of the different States, it has been construed tpo often, as if it were a penal statute, and as if a construction which did not adhere to its very letter without regard to .its obvious meaning and intention, would be a tyrannical invasion of some power supposed to be secured to the States or not surrendered by them.

The right of choosing an impartial tribunal is a privilege of no small practical importance, and more especially in cases where a distant plaintiff has to contend with the power and influence of great numbers and the combined wealth wielded by corporations in almost every State. It is of importance also to corporations themselves that they should enjoy the same privileges, in other States, where local prejudices or jealousy might injuriously affect them, 'With these remarks on the subject of jurisdiction we will now proceed to notice the various exceptions to the rulings of the court on the trial.

The declaration, besides a count for work and labor done and services rendered in procuring certain legislation in Virginia, demands the sum of fifty thousand dollars on a special contract made with the defendants, through a committee of the board of directors, dated 12th of December, 1846, as follows: “ On motion, it was resolved, that the President be, and is hereby authorized, in addition to the agent heretofore employed by the committee for the same purpose, to employ and make arrangements, with other responsible persons, to attend at Richmond during the present session of the legislature, in order to superintend and further any application or other proceeding to obtain the right of way through the State of Virginia, on behalf of this company, and to take all proper measures for that purpose-; that he also be authorized to agree with such agent or agents, in case a law shall be obtained from the said legislature, during its present session, authorizing the company to extend their road through that State to a point on the Ohio River as low down the river as Fishing Creek; and the stockholders of this company shall afterwards accept such law as may be obtained, and determine to act under it; or, in case á law should be passed authorizing the construction of a railroad from any point on the Ohio River above the mouth of the Little Kenawha and below the city of Wheeling, with authority to intersect with the present Baltimore and Ohio Railroad ; and the stockholders of the Baltimore and Ohio Railroad Company shall determine to accept and adopt said law, or shall become the proprietors thereof, and prosecute their road according to its provisions, then, in either of the said cases, the president shall be and is authorized to pay to the agent or agents whom he may employ in pursuance of this resolution, the sum of fifty thousand dollars, in the six per cent, bonds of this company, at their par value, and to be made payable at any time within the period of five years.

Resolved, That it shall be expressly stipulated in the agreement with the said agent or agents employed pursuant to this resolution, anu. as a condition thereof, that if no such law as aforesaid shall pass, or if any law that may be passed shall not be accepted, or adopted, or used by the stockholders, the said agents shall not be entitled to receive any compensation whatever for the service they may render in the premises, or for any expense they may incur in obtaining such law or otherwise.” And also the following resolution of January 18th, 1847: “ On motion it was unanimously resolved, that the right of Mr.

Marshall to the compensation under the existing contract shall attach upon the passage of a law at the present session of-the legislature, giving the right of way to Parkersburg or to Fishing Creek, either to the Baltimore and Ohio Railroad Company, orto an independent company: Provided this company accept the one, and adopt and act under the other, as contemplated by the contract.” And also a letter from the president of the company, of February. 11th, 1847, containing a further modification of the terms as exhibited in the following extract: “ In this crisis, if after the utmost exertion nothing better ban be done, if it were practicable to pass Mr.

Hunter’s substitute with Fish Cheek instead of Fishing Creek, we would not undertake to prevent the passage of such a law. We would then refer the whole question to the stockholders; and I am authorized to say that, every thing else failing, if such a law as is indicated pass, and the stockholders adopt, it and act under it in the manner contemplated by the contract, your compensation shall- apply to that as to any other aspect of the case.” The defendants gave notice of the following grounds of defence, as those upon which they intended to rely: “ 1.

That the agreement sought to be enforced by the plaintiff, admitting his ability to make it out by legal proof -to the extent of his pretensions, was an agreement contrary to the policy of the law, and which cannot be sustained. “ 2. That, admitting the said agreement to be a valid one, which the courts would enforce, yet the plaintiff is not entitled to recover, because he failed to accomplish the object for which it was entered into. “ 3.

That the law of Virginia, which was accepted by the defendants after it had been modified by. the waiver of the city of Wheeling, as mentioned in the plaintiff’s notice, was not obtained through the efforts of the plaintiff, but against his strenuous opposition, and furnishes him no ground for his present claim. “ 4.

That there was a final settlement between the plaintiff and defendants, after the passage of the Virginia law aforesaid, which concludes him on this behalf.” On the trial the plaintiff, after giving in evidence the contract as above stated, produced various letters and documents tending to show the measures, pursued, and their result — a particular recapitulation of these facts is not necessary, and would encumber the case.

A very brief outline will suffice to an understanding Of the points to be considered. ft appears that the defendants were desirous to obtain, from the Legislature of Virginia, the grant of a right of way so as to strike the Ohio Fiver as low down as possible in view of a connection from thence towards Cincinnati. It was the interest of the people of Wheeling to prevent, if possible, the terminus o the road on the Ohio from, being anywhere else but at their city. In the winter of 1846-7 the antagonist parties came.into collision again before the Legislature of Virginia, at Richmond.

In this contest the plaintiff acted as general agent of the defendants, under the contract in question. The bills granting the desired franchise to the defendants were defeated in every form' proposed by them, and a substitute, altered and amended to suit the interests of Wheeling, was finally passed in face of the strenuous opposition of the defendants. The plaintiff afterwards admitted his defeat, ■ and want of success in fulfilling the conditions of his contract. He at the same time demanded and received the sum of six hundred dollars for expenses of agents, See.

But as Wheeling and defendants both desired the extension of the road to the Ohio, they finally agreed to a compromise, modifying the operation of the act under which the road has since been completed.

The defendants then offered in evidence, in support of their defence, on the ground of illegality of the contract, a letter from the plaintiff to the president of the board, dated 17th Novem- • ber, 1846, with an accompanying document, in which plaintiff proposes himself as agent, and states his terms; and the course he advises to be pursued, and the means to be used to ensure success; and also a letter from the president in answer thereto, . stating his inability to act on his individual responsibility, and inviting an interview; together, also, with a letter from' the same, dated 12th of December, in which he says:. “ I am now prepared to close an arrangement with you on the basis of your communication of the 17th of November.” The plaintiff’s objection to the admission of these documents in evidence, and the reception of.them, form the subject of the first bill of exceptions.

In order to judge of the competency and relevancy of these documents to the issue in the case, it will be necessary to give a brief statement of some portion of their, contents. The letter of November 17th commences by referring to a, former interview and a promise to submit a plan, in writing, by which it was supposed the much desired right of way. through Virginia might be procured from the legislature.

It proposes •that the writer should be appointed, as agent of the company, to manage “ the delicate and important trust.” It states that, as the business required “absolute secrecy,” he could not safely get testimonials as to his qualifications; but that he had “ con- ' siderable experience as a lobby member ” before the legislature of Virginia, and could allege “ an ostensible reason ” for his presence in Richmond, and his active interference, without disclosing his real character and object.

The accompanying document explains the cause of previous failures, and shows what remedy or counteracting influence should be employed. It announces that “log-rolling” was the principal measure used to defeat them before. That it has grown into a system; that however “ skilful and unscrupulous ” the friends of defendants may have been in this respect, still their opponents had got the advantage, being present on the ground, and “ using out-door influence.” That it was necessary' to meet their opponents with their own weapons.

That the mass of the members of the legislature were “ careless and good natured,” and “ engaged in idle pleasures,” capable of being “moulded like wax” by the “most pressing influences.” That, to get the vote of this careless mass, “ efficient means ” must be adopted.

That through .their “ kind and social dispositions ” they may be approached and influenced to do any thing not positively wrong, “ where they can act without fear of their constituents.” That to the accomplishment of success it was necessary to have “ an active, interested, and well organized influence about the house.” That these agents “ must be inspired with an earnest, nay, anxious wish for success,” “and have their Whole reward depending on it.” ■ “ Give them nothing if they fail, endow them richly if they succeed.” “ Stimulate them to active partisanship by the strong lure of high profit,” That, in order to the “ requisite secrecy,” the company should know but one agent, and he select the others ; that the cost of all this will “ necessarily be great,” as the result can be obtained “only by offers of high contingent compensation;” that “high services cannot be had at a low bid,” and that he would not be willing to undertake the business unless “ provided with a fund of at least $50,000.” As- the contract was made “ on the basis of this communication,” there can .be no doubt as to its legal competence as evidence to show the nature and object oí the agreement.

As parts of one and the same transaction, they may be considered as incorporated in the contract declared on. The testimony is therefore competent- Is it relevant? As the first three propositions, contained in the charge .of the court, have reference to the question of the relevancy of this matter to the issues, they may well be considered together.

They are as follows: “ 1; If at'the time, the special contract was made, upon which this suit is brought, it was understood between the parties that-the services of the plaintiff were to be of the character and description set forth in his letter to the president of the railroad company, dated November 17th, 1846, and the paper therein inclosed, and that, in consideration of the contingent compensation mentioned in the contract, he was to use the means and influences proposed in his letter and the accompanying paper, for the purpose of obtaining the passage of the law mentioned in the agreement, the contract is against the policy of the law, and no action can be maintained. “ 2.

If there was no agreement between the parties that the services of the plaintiff should be of the character and description mentioned in his letter and communication referred to in the preceding instruction, yet the contract is against the policy of the law, and void, if at the time it was made the parties agreed to conceal from the members of the Legislature of Virginia the fact that the plaintiff was employed by the defendant, as its agent, to advocate the passage of the law it desired to obtain, and was to receive a compensation, in money, for his services, in case the law was passed by the legislature at the session referred to in the agreement. “ 3.

And if there was no actual agreement to practise such concealment, yet he is not entitled to recover if he did conceal from the members of the legislature, when advocating the passage of the law, that he was acting as agent for the defendant, and was to receive ■ a compensation, in money, in case the law passed.” It is an undoubted principle of the common law, that it will ■ not lend its aid to enforce a contract to do

an act that is illegal; or which is inconsistent with sound morals or public policy; or which tends to corrupt or contaminate, by improper influences, the integrity of our social or political institutions. Hence all contracts to evade the revenue laws are void. Persons entering into the marriage relation should be free from extraneous or deceptive influences; hence the law avoids all contracts to pay money for procuring a marriage.

It is the interest of the State that ail places of public trust should be filled by men of capacity and integrity, and that the appointing power should be shielded from influences which may prevent the best selection; hence the law annuls every contract for procuring the appointment or election of any person to an office. The pardoning power, committed to the executive, should be exercised as free from any improper bias or influence as the trial of the convict before the court; consequently, the law will not enforce a contract to pay money for soliciting petitions or using influence to obtain a pardon.

Legislators should act from high considerations of public duty. Public policy and sound morality do therefore imperatively require that courts should put the stamp of their disapprobation on every act, and pronounce void every contract the ultimate or probable tendency of which would be to sully the purity or mislead the judgments of those to whom the high trust of legislation is confided.

All- persons whose interests may in any way be affected by any public or private act of the legislature, have an undoubted right to urge their claims and arguments, either in person or by counsel professing to act for them, before legislative committees, as well as in courts of justice. But where persons act as counsel or agents, or in any representative capacity, it is due to those before whom they plead or solicit, that they should honestly appear in their true characters, so that their arguments and representations, openly and candidly made, may receive their just weight arid consideration.

A hired advocate or agent, assuming to act in a different character, is practising deceit on the legislature.

Advice or information flowing from the unbiased judgment of disinterested persons, will naturally be received with more confidence and less scrupulously examined than where the recommendations are known to be the result of pecuniary interest, or the arguments prompted and pressed by hope of a large contingent reward, and the agent “ stimulated to active partisanship by the strong lure of high profit.” - Any attempts to deceive persons intrusted with the high functions of legislation, by secret combinations, or to create or bring into operation undue influences of any kind, have all the injurious effects of a direct fraud on the public.

Legislators should act with a single eye to the true interest of the whole people, and courts of justice,.can give no countenance -to the use of means which may subject them to be misled by the pertinacious importunity and indirect influences of interested and unscrupulous agents or solicitors. Influences secretly urged under false and covert pretences must necessarily operate deleteriously on legislative action, whether it be employed to obtain the passage of private or public acts.

Bribes, in the shape of high contingent compensation, must necessarily lead to the use of improper means and the exercise of undue influence. Their necessary consequence is the demoralization of the agent who covenants for them; he is soon brought to believe that any means which will produce so beneficial a result to himself are “ proper means; ” and that a share of these profits may have the same effect of quickening the perceptions and warming the zeal of influential or “ careless ” members in favor of his bill.

The use of such means and such agents will have the effect to subject the State governments to the combined capital of wealthy corporations, and produce universal corruption, commencing with the representative and ending with the elector.

Speculators in legislation, public and private, a compact corps of venal solicitors, vending their secret influences, will infest the capital of the Union ' and of every State, till corruption shall become the normal condition of the body politic, and it will be said of us as of Borne — “ omne Romm venale.” That the consequences we deprecate are- not merely visionary, the act of Congress of 1853, c. 81, “ to prevent frauds upon the treasury of the United States ” may be cited as legitimate evidence. This act annuls all champertous contracts with agents of private claims.- 2d.

It' forbids all officers of the United States to be engaged as agents or attorneys for prosecuting claims or from receiving any gratuity or interest in them in consideration of having aided or assisted in the prosecution- of them, under penalty of fine and imprisonment in the penitentiary. 3d. It forbids members of Congress, under a like penalty, from acting as agents for any claim in consideration of pay ■ or compensation, or from accepting any gratuity for the same. 4th.

It subjects any person who shall attempt to bribe a member of Congress to punishment in the penitentiary, a,nd the party accepting the bribe to the forfeiture of his office. . If severity of legislation be any evidence of the practice of the offences prohibited, it must be the duty of courts to take a firm stand, .and discountenance, as against the policy of the law, any and every contract which may tend to introduce the offences prohibited. Nor are these principles now advanced for the first time. Whenever similar cases have been brought to the notice of courts they have received the same decision.

Without examining them particularly, we would refer to the cases of Fuller v. Dame, 18 Pick. 470; Hatzfield v. Gulden, 7 Watts, 152; Clippinger v. Hepbaugh, 5 Watts & Sergt. 315; Wood v. McCan, 6 Dana, 366; and Hunt v. Test, 8 Alabama, 719. The Commonwealth v. Callaghan, 2 Virginia Cases 460. The Sum of these cases is.— 1st. That all contracts for a contingent compensation for obtaining legislation, or to use personal or any secret or sinister influence on legislators, is void by the policy of the law. ' 2d.

Secrecy, as to the character under -which the agent or solicitor acts, tends to deception, and is immoral and fraudulent ; and where the agent contracts to use secret influences, or voluntarily, without contract with his principal, uses such means, he cannot have the assistance of a court to recover compensation. 3d. That what, in the technical vocabulary of politicians is termed “ log-rolling,” is a misdemeanor at common law, punishable by indictment.

It follows, as a consequence, that the documents given in evidence under the first bill of exceptions were relevant to the issue ; and that the court below very properly gave'the instructions under consideration. We now come to the last three exceptions' to the instructions of the court, which were as follows: “ 4.

But if the contract was made upon a valid and legal consideration, the contingency has not happened upon which the sum of fifty thousand dollars was to be paid to the plaintiff— the law passed by the legislature of Virginia being different, in. material respects, from the one proposed to be obtained by the defendant by the agreement of February 11th, 1847; and the. passage of which, by the terms of that contract, was made a condition precedent to the payment of the money.”. “ 5.

The subsequent acceptance of the law as passed, under the agreement with the city of Wheeling, stated in the evidence, was not a waiver of the condition, and does not entitle the plaintiff to recover in an action on the special contract.” “6.

There is no evidence that the plaintiff rendered any services, or was employed to render any, under any contract, express or implied, except the special contract stated in his declaration ; and as no money is' due to him, under that contract, he cannot recover upon the count of quantum meruit.” We do not think it necessary, in order to justify these instructions of the court below, or to vindicate our affirmance of them, to enter into a long and perplexed history of the various schemes of legislative action, and their results, as exhibited by the testimony in the case.

It would require a map of the country, and tedious and prolix explanations. Suffice it to say, that after a carecí examination of the admitted facts of the case, we are fully satisfied of the correctness of the instructions, 1. Because the plaintiff, by his own showing, had not performed the conditions which entitled him to demand this stipulated compensation. 2.

The act of assembly which was passed, and afterwards used by defendant for want of better, was obtained by the op-’ ponents of defendants, and in spite of the opposition of plaintiff ; and the fact that the company were compelled to accept the act under modifications, by compromise with their opponents, would not entitle plaintiff to his stipulated reward. 3. By the stipulations of his contract-he is estopped from claiming under a quantum meruit, as his whole compensation depended on success in obtaining certain specified legislation, which he acknowledged he had failed to achieve.

The judgment of the Circuit Court is therefore affirmed, with costs. Mr. Justice Catron, Mr. Justice Daniel, and Mr. Justice Camp- • bell, dissented. Mr. Justice CATRON said that he concurred with his brother, Mr. Justice Campbell, in the opinion, which he was about to pronounce, and had authorized him so to state.

But inasmuch as reference had been made in the opinion of the court, which had just been delivered, to an opinion which he himself had given in the case of Bundle v. the Delaware and Raritan Canal Company, 14 Howard, 80, he felt it to be a duty to’ himself to remark, that he had at all times denied that a corporation is a citizen within the sense of the Constitution, and so he had ' declared in the opinion just, referred to.

He had there stated the necessity of the existence of jurisdiction in the federal courts as against corporations, but held that citizenship of the president and directors must be averred to be of a different State from the other party to the suit; without which averment, this court could not proceed, according to the settled practice of fifty years standing. Letson’s case (which’ is the foundation of the new doctrine) contained the necessary averment within the settled, practice, and consequently it was not necessary to give a separate opinion in that case.

He remarked, further, that according to the assumption that a corporation was a citizen of the State where it was incorporated, a company having a charter for a railroad in two States (and there were many such) might sue citizens of the State and place where the president and directors resided, averring that the company was a citizen of the other State, and vice versa. In such case the corporation could sue in every federal court in the Union.