The first question presented by the assignments of error relates to the refusal by the court below to remand the action to the state court. If the defendant is a corporation of Kentucky, then its right to have the case removed from the state court cannot be denied. Whether a corporation created by the laws of one state is also a corporation of another state within whose limits it is permitted, under legislative sanction, to exert its corporate powers, is often difficult to determine. This is ap arent from the former decisions of this court. To some of those decisions it will be well to refer, before entering upon the examination of the particular statutes of Tennessee, which, it is claimed, created the defendant a corporation of that state.
In Ohio & M. R. Co. v. Wheeler, 1 Black, 286, 293, 297, it was a question whether that company was not a corporation both of Indiana and Ohio. The company, claiming in its declaration to be 'a corporation created by the laws of the states of Indiana and Ohio, and having its principal place of business in Cincinnati, in the state of Ohio, a citizen of the state of Ohio,' sued Wheeler, a citizen of Indiana, in the circuit court of the United States for the district of Indiana. It was incorporated by an act of the legislature of Indiana. Subsequently, the legislature of Ohio passed an act reciting the incorporation of the company in Indiana, and declared that 'the corporate powers granted to said company by the act of Indiana incorporating the same be recognized.' At a later date the legislature of Ohio passed an act authorizing the extension of the company's road to Cincinnati, declaring that the intention of the previous act 'was to recognize, affirm, and adopt the charter of the said Ohio & Mississippi Railroad Company, as enacted by the legislature of the state of Indiana.' In the opinion of the court it is said 'that a corporation by the name and style of the plaintiff appears to have been chartered by the states of Indiana and Ohio,' and therefore that the company was 'a distinct and separate corporate body in Indiana from the corporate body of the same name in Ohio.'
In Railroad Co. v. Harris, 12 Wall. 65, 83, it appeared that the Baltimore & Ohio Railroad Company was incorporated by the state of Maryland for the purpose of securing the construction of a railroad from Baltimore to some suitable point on the Ohio river. Subsequently, Virginia, by a statute, which set out at large the Maryland act, declared that 'the same rights and privileges shall be and are hereby granted to the aforesaid company, in the territory of Virginia, as are granted to it within the territory of Maryland;' the company to be subject to the same pains, penalties, and obligations as were imposed by the Maryland act, and the same rights, privileges, and immunities being secured to Virginia and her citizens, except as to lateral roads. Congress, at a later date, passed an act authorizing the company to extend its road into the District of Columbia, and to exercise 'the same powers, rights, and privileges, and shall be subject to the same restrictions in the construction and extension of said lateral road into and within the said District, as they may exercise or be subject to under or by virtue of the said act of incorporation in the construction and extension of any railroad in the state of Maryland,' etc. Touching the question whether the legislation of Virginia and of congress created a new corporation, this court said: 'In both, the original Maryland act is referred to, but neither expressly or by implication creates a new corporation. The company was chartered to construct a railroad in Virginia as well as in Maryland. The latter could not be done without the consent of Virginia. That consent was given upon the terms which she thought necessary to prescribe. * * * The permission was broad and comprehensive in its scope, but it was a license, and nothing more. It was given to the Maryland body as such, and that body was the same in all its elements and in its identity afterwards as before.' Referring to Ohio & M. R. Co. v. Wheeler, the court said that, 'as the case appears in the report, we think the judgment of the court was correctly given. It was the case of an Indiana railroad company, licensed by Ohio, suing a citizen of Indiana in the federal court of that state.'