Assistant Attorney General Denison and Mr. Loring C. Christie for plaintiff in error.
[229 U.S. 381, 384] Messrs. Joseph S. Graydon and Lawrence Maxwell for defendant in error.
Mr. Justice Holmes delivered the opinion of the court:
This is an indictment, under the act to regulate commerce, of the Adams Express Company, by that name, alleging it to be 'a joint stock association, organized and existing under and by virtue of the common law of the state of New York.' A summons to the Adams Express Company was issued and returned served on Charles F. Barrett, general agent for said company. Thereupon Barrett moved to quash the service and return [229 U.S. 381, 388] 'on the ground that the same are not authorized by law.' The entry with regard to the action upon this motion is that the court, 'treating said motion as a demurrer to the indictment, finds that the indictment cannot be maintained against the Adams Express Company for the reason that it appears on the face of said indictment that the said Adams Express Company is not a corporation, but is a joint stock association . . . and for this reason the motion to quash service, treated as a demurrer to the indictment, is sustained and the defendant discharged, and the cause dismissed; to all of which the United States of America, by its counsel, excepts.'
It is objected that this court has no jurisdiction of the present writ of error under the act of March 2, 1907, chap. 2564, 34 Stat. at L. 1246, and that the court below had no authority to treat the motion of Barrett as equivalent to a demurrer. Without following the defendant into the niceties by which it seeks to escape the jurisdiction of this court after having eluded that of the court below, it is enough to say that in our opinion, if we are to go behind the entry, the decision entered was one setting aside the indictment, and was based upon the construction of the statute upon which the indictment is founded, within the meaning of the act of March 2, 1907
We turn to the merits. The indictment alleges that the Adams Express Company had filed with the Interstate Commerce Commission its schedules of rates and charges, specifies what those charges were in certain cases, and sets forth in different counts instances in which the company demanded and received sums in excess of its scheduled rates for the parcels carried; in short, disobeyed the act of February 4, 1887, chap. 104, 6, 24 Stat. at L. 379, 380. U. S. Comp. Stat. Supp. 1911, pp. 1284, 1289. By 10 ( amended by act of June 18, 1910, chap. 309, 10, 36 Stat. at L. 539, 549) any common carrier subject to the provisions of the act, wilfully doing this, is guilty of a misdemeanor and liable to a fine. [229 U.S. 381, 389] The objection to applying 10 to the defendant has been indicated. It is confirmed in argument by the citation of many cases in which such companies are treated as simple partnerships, including those in which this court has declined to extend the legal fiction applied in determining jurisdiction over corporations so as to cover them. Chapman v. Barney, 129 U.S. 677 , 32 L. ed. 800, 9 Sup. Ct. Rep. 426; Great Southern Fire Proof Hotel Co. v. Jones, 177 U.S. 449, 454 , 456 S., 44 L. ed. 842, 844, 845, 20 Sup. Ct. Rep. 690; Thomas v. Ohio State University, 195 U.S. 207 , 49 L. ed. 160, 25 Sup. Ct. Rep. 24. But the argument is met by the plain words of the statute as it now stands. For by 1 of the original act of 1887, as amended by the act of June 29, 1906, chap. 3591, 34 Stat. at L. 584, U. S. Comp. Stat. Supp. 1911, p. 1288, 'the term 'common carrier,' as used in this act, shall include express companies and sleeping car companies.' And thus the liability of common carriers, created by 10, stands as if it read that express companies violating 6 should be guilty of a misdemeanor and liable to fine.
It has been notorious for many years that some of the great express companies are organized as joint stock associations, and the reason for the amendment hardly could be seen unless it was intended to bring those associations under the act. As suggested in the argument for the government, no one, certainly not the defendant, seems to have doubted that the statute now imposes upon them the duty to file schedules of rates. American Exp. Co. v. United States, 212 U.S. 522, 531 , 53 S. L. ed. 635, 639, 29 Sup. Ct. Rep. 315. (The American Express Company is a joint stock association.) But if it imposes upon them the duties under the words 'common carrier,' as interpreted, it is reasonable to suppose that the same words are intended to impose upon them the penalty inflicted on common carriers in case those duties are not performed. It is true that a doubt was raised by the wording of 10 in the original act, whether corporations were indictable under it. This doubt was met by the act of February 19, 1903, chap. 708, 1, 32 Stat. at L. 847, U. S. Comp. Stat. Supp. 1911, p. 1309. We do not perceive that any inference can be drawn [229 U.S. 381, 390] from this source in favor of a construction of the later amendment other than that that we deem the natural one.
The power of Congress hardly is denied. The constitutionality of the statute as against corporations is established (New York C. & H. R. R. Co. v. United States, 212 U.S. 481, 492 , 53 S. L. ed. 613, 621, 29 Sup. Ct. Rep. 304), and no reason is suggested why Congress has not equal power to charge the partnership assets with a liability, and to personify the company so far as to collect a fine by a proceeding against it by the company name. That is what we believe that Congress intended to do. It is to be observed that the structure of the company under the laws of New York is such that a judgment against it binds only the joint property, ( National Bank v. Van Derwerker, 74 N. Y. 234), and that it has other characteristics of separate being (Westcott v. Fargo, 61 N. Y. 542, 19 Am. Rep. 300; Re Jones, 172 N. Y. 575, 60 L.R.A. 476, 65 N. E. 570; Hibbs v. Brown, 190 N. Y. 167, 82 N. E. 1108). Indeed, article 8 of the Constitution of the state, after providing that the term 'corporations,' as there used, shall be construed to include all joint stock companies, etc., having any of the powers or privileges of corporations not possessed by individuals or partnerships, as these companies do (Re Jones, 172 N. Y. 575, 579, 60 L.R.A. 476, 65 N. E. 570), goes on to declare that all corporations may sue and be sued 'in like cases as natural persons.' We do not refer to the law of New York in order to argue that by itself it would suffice to make applicable the principle of Liverpool & L. Life & F. Ins. Co. v. Massachusetts (Liverpool & L. Life & F. Ins. Co. v. Oliver), 10 Wall. 566, 19 L. ed. 1029. We refer to it simply to show the semicorporate standing that these companies already had locally as well as in the popular mind; and thus that the action of Congress was natural and to be expected, if we take its words to mean all that by construction they import.
[ Footnote 1 ] U. S. Comp. St. Supp. 1911, p. 1293.