Bank of the United States v. Deveaux
Bank of the United States v. Deveaux, 9 US 61 (1809) is an early US corporate law case decided by the US Supreme Court. It held that corporations have the capacity to sue.
Judgment
Chief Justice John Marshall gave the leading decision.
By the Judicial Act, the jurisdiction of the circuit courts is extended to cases where the constitutional right to plead and be impleaded in the courts of the union depends on the character of the parties; but where that right depends on the nature of the case, the circuit courts derive no jurisdiction from that act except in the single case of a controversy between citizens of the same state claiming lands under grants from different states.Unless, then, jurisdiction over this cause has been given to the circuit court by some other than the Judicial Act, the Bank of the United States had not a right to sue in that court upon the principle that the case arises under a law of the United States...
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As our ideas of a corporation, its privileges, and its disabilities, are derived entirely from the English books, we resort to them for aid in ascertaining its character. It is defined as a mere creature of the law, invisible, intangible, and incorporeal. Yet when we examine the subject further we find that corporations have been included within terms of description appropriated to real persons.
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In the case of King v. Gardner, reported by Cowper, a corporation was decided, by the Court of King's Bench, to come within the description of "occupiers or inhabitants." In that case, the poor rates, to which the lands of the corporation were declared to be liable, were not assessed to the actual occupant, for there was none, but to the corporation. And the principle established by the case appears to be that the poor rates on vacant ground belonging to a corporation may be assessed to the corporation as being inhabitants or occupiers of that ground. In this case Lord Mansfield notices and overrules an inconsiderate dictum of Justice Yates that a corporation could not be an inhabitant or occupier.
These opinions are not precisely in point, but they serve to show that for the general purposes and objects of a law, this invisible, incorporeal creature of the law may be considered as having corporeal qualities.
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There is a case, however, reported in 12 Mod., which is thought precisely in point. The Corporation of London brought a suit against Wood by its corporate name in the mayor's court. The suit was brought by the mayor and commonalty, and was tried before the mayor and aldermen. The judgment rendered in this cause was brought before the Court of King's bench and reversed because the court was deprived of its jurisdiction by the character of the individuals who were members of the corporation.
In that case, the objection, that a corporation was an invisible, intangible thing, a mere incorporeal legal entity in which the characters of the individuals who composed it were completely merged, was urged and was considered. The judges unanimously declared that they could look beyond the corporate name and notice the character of the individual. In the opinions, which were delivered seriatim, several cases are put which serve to illustrate the principle, and fortify the decision.
The case of Mayor and Commonalty v. Wood is the stronger, because it is on the point of jurisdiction. It appears to the Court to be a full authority for the case now under consideration. It seems not possible to distinguish them from each other.
If, then, the Congress of the United States had in terms enacted that incorporated aliens might sue a citizen or that the incorporated citizens of one state might sue a citizen of another state in the federal courts by its corporate name, this Court would not have felt itself justified in declaring that such a law transcended the Constitution.
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If a corporation may sue in the courts of the union, the Court is of opinion that the averment in this case is sufficient.
Being authorized to sue in it corporate name, it could make the averment, and it must apply to the plaintiffs as individuals, because it could not be true as applied to the corporation.