Wood v. Hartford Fire Insurance Co.

Church, J. Our statute regulating venue, except in cases where the title to lands is to be tried, and in actions of trespass quare clausum fregit, and cases where estate is attached, provides “ that all actions brought before the county and superior courts, shall be brought and tried in that county where the plaintiff or defendant dwells, if either of them are inhabitants of this state; but if neither the plaintiff nor defendant are inhabitants of this state, then the suit shall be brought and tried in the county where the defendant is, when the suit is commenced.” Stat. 41. tit. 2. s. 21. 1. The present plaintiffs are not inhabitants of this state ; and this makes it necessary to enquire whether the defendant was, or what is essentially the same thing, whether this corpora» tion, in its corporate character and capacity, dwelt in the county of New-Haven, or indeed in any other county, or was in any county in this state, when this suit was brought. This is an all-important enquiry ; because it is certain, that if this corporation defendant has no local existence in this state, the plaintiffs, being non-residents, can sustain no action here, for want of jurisdiction in our courts, however perfect their right of action may be; unless the stockholders of the company may be regarded as in truth the defendants. An aggregate corporation has sometimes been considered — 209 — and treated as a local inhabitant, both in England and in some ot our sister states ; especially, within the equitable pro visions of certain statute laws regulating the levying and collection of taxes. 2 Mod. 185. 1 Vent. 311. Rex v. Gardner, Cowp. 79. The People v. Utica Ins. Co. 15 Johns. Rep. 358. Ontario Bank v. Bunnell, 10 Wend. 186. And that corporations may be considered as occupiers of land, so as to be taxed for it in particular places, in the same manner as natural persons may be taxed in respect of real estate owned by them, we are not disposed to deny. But this court, in a case in which this very corporation was a party, on a former occasion, has already settled the question of its inhabitancy, and has said, that it was not an inhabitant of the town of Hartford, even for the purposes of taxation. Hartford Fire Ins. Co. v. Town of Hartford, 3 Conn. Rep. 15. A corporation is a mere ideal existence, subsisting only in contemplation of law ; an invisible being, which can have, in fact, no locality, and can occupy no space ; and therefore, cannot have a dwelling-place. This view of the nature of a corporation induced the supreme court of the United States to say, that under the national constitution regulating the jurisdiction of courts, a corporation cannot, in its corporate character, be considered as a citizen. Bank of the United States v. Deveaux, 5 Cranch 61. Hope Ins. Co. v. Boardman & al. Id. 57. Cooper’s lessee v. Galbraith, cited in Cox’s Digest 433. But this court has very explicitly settled this point, in the case of Hartford Fire Ins. Co. v. Town of Hartford, before cited. In that case, the authorities of the town of Hartford had levied and collected a tax upon 30,000 dollars of the stock of the Hartford Bank, which was owned by the Hartford Fire Ins. Co. ; and the suit was brought to recover back the amount of the tax thus collected, on the ground that this corporation was not an inhabitant of the town of Hartford within the meaning of the statute then in force, requiring the inhabitants of the several towns to give in their lists of taxable estate to the listers, that the same might be taxed. And the Chief Justice, in giving the opinion of the court, saysj: “ The popular sense of the term is the same as resident, or one who lives in a place. An inhabitant necessarily implies an inhabitation. It requires no reflection to determine, that in this sense a cor — 210 — Pora^on resides nowhere.” We do not deny, that the power which can give existence and a name to a. corporation, can ° , _ also give to it a local habitation, by law, if not in fact. And 0U! legislature, perhaps, has done so, in all instances, where, in express terms, or in some other equivalent manner, it has located and established a corporation in a particular plaee; as in the cases of the East-Haddam Bank, Exchange Bank, Farmers and Mechanics Bank, Hartford Orphan Asylum, &c. But the legislature has not done this, in the case of this corporation. The Hartford Fire Insurance Company, by its charter, is required to keep an office in the city of Hartford ; but the artificial person, the corporation, is not located there: it may and does keep offices elsewhere ; and indeed, at the commencement of this suit, had one in the city of New-Haven, within the county where this action was brought. That this requirement of the charter did not give locality or a residence to the company in Harford, was one of the points made and decided in the aforesaid case of the Harford Fire Ins. Co. v. The Town of Harford, and the court say: “ This office need not be the property of the corporation, and its contracts are valid, if made in any other town: it is merely a place prescribed, to which persons desirous to obtain insurance may apply. Now, I am at a loss to conceive by what analogy or figure of speech, in the absence of all usage, an invisible, incorporeal entity may be said to reside in a place, on the slight ground contended for.” We cannot, therefore, in face of the principles adverted to, and especially in face of a decision of this court upon this very matter, now hold, that this company, in its corporate character, lived or resided in the county of Harford, or was there, when this suit was commenced. 2. Another question is necessarily suggested, by the forego-ingopinion ; and that is, whether for the purpose of sustaining jurisdiction, we may regard the stockholders in this institution as the real party defendants, and consider their places of residence as material, so that within the operation of our statute, we may say, where these stockholders are, there are the defendants ? If we cannot do this, we see not any remedy for the plaintiffs in the courts of this state. We believe we can sustain the jurisdiction of the court in this case, without any departure from principle, and in conformity with well estab — 211 — lished precedents. In saying this, we do not dispute the general principle, that the corporation, in its corporate capacity, the responsible and actual party, and so to be regarded and treated, in all cases where no actual necessity exists of looking beyond the form of its being ; and therefore, we admit, with the defendants, that a corporator cannot controul an action in which the corporation is the party ; that his confessions cannot affect the corporate interests; and indeed, that he may even prosecute an action against the corporation of which he is a member. The courts of this state have, in several instances, regarded the individual members of a corporation as being essentially the parties. Our statute defining the disqualification of judges, provides, that whenever there shall be so near a relationship between any judge and any party in a civil action, as between father and son, &c. such judge shall be disqualified to act. Under this statute, the practice has been invariable, in cases of private corporations especially, for judges to decline judging, if they stood within the prohibited degrees of relationship to any stockholder in such corporation. And that such a relationship is a legal disqualification, seemed to be conceded, by this court, in the case of Winchester v. Hinsdale, 12 Conn. Rep. 88. In the case of public corporations, such as towns, &c., the individual inhabitants have been, in this state, so far considered as the parties to suits against such towns, as that executions against the corporations can be levied upon the property and collected of such individuals. Atwater v. Woodbridge, 6 Conn. Rep. 223. McLoud & al. v. Selby, 10 Conn. Rep. 390. And it is now well settled, that in cases, where, in suits against corporations, a disclosure from such corporation becomes necessary, the corporators can be required to make such disclosure. Knox v. Protection Ins. Co. 9 Conn. Rep. 430. Dummer v. Chippenham, 14 Ves. 245, Brumly v. Westchester County Manufacturing Society, 1 Johns. Ch. Rep. 366. If this company was a co-partnership without incorporation, and some of its members dwelt in the county of New-Haven, no objection to the jurisdiction of the courts of that county could have existed : the individual stockholders or co-partners would then have been literally, as well as essentially, defendants. An act of incorporation does not materially change — 212 — either the character or interests of a solvent company ; it ' 1 • 1- , them for the convenience and benefit of the mdivid-ual members, and thereby confers upon them an important Pr'v*kge ; but not such a privilege as to afford them an exemption from legal responsibilities. This subject received an early judicial notice in England, in the case of the Mayor and Commonalty of London v. Wood, 12 Mod. 669. A suit was brought, by the mayor and commonalty of London, before the court of the mayor and aldermen of the same city, and a judgment rendered for the plaintiffs, which was afterwards reversed, by the court of King's Bench, on the ground that the real plaintiffs in that case being the citizens of London, the mayor’s court had no jurisdiction. In the supreme court of the United States, and in the circuit courts, this question has been very fully considered, and, we suppose, has been settled. In the case of Hope Insurance Company v. Boardman & al. 5 Cranch 57., and in the case of The Bank of the United States v. Deveaux & al. 5 Cranch 61. it was holden, as has before been stated, that an aggregate corporation* in its corporate capacity, could not be a citizen ; and also, that on a question of jurisdiction, the character and places of residence of the individuals composing such a corporation, are to be regarded, inasmuch as these individuals are, substantially and essentially, the parties. And indeed, it is now said, that on points of jurisdiction, this principle forms one of the canons of the national courts. Bank of the United States v. Planters' Bank, 9 Wheat. 904. Society for the Propagation of the Gospel v. Wheeler, 2 Gallis. 106. Kirkpatrick v. Lehigh Coal and Navigation Co. 4 Wash. C. C. Rep. 595. Lexington Manufacturing Co. v. Dorr, 2 Litt. 256. 3 Mason 158. And if any doubt has remained on this question, since the cases before cited, it should no longer exist since the very recent case of the Bank of Augusta v. Earle, 13 Peters 521., in which the doctrine before stated is very distinctly alluded to and recognized, by the court. We conclude, therefore, as the plaintiffs are non-residents, and as some of the stockholders in this corporation lived and resided in the county of New-Haven, when this suit was brought, that the courts of New-Haven county had jurisdic — 213 — tion of the cause : and the superior court will be advised, that 1 ,. , y „ . the replication to the plea in abatement is sufficient. In this opinion the other Judges concurred. Replication sufficient.