OCTOBER TERM, 1991
Syllabus
AMERICAN NATIONAL RED CROSS
v. S. G. ET AL.
CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FIRST
CIRCUIT
No. 91-594. Argued March 3, 1992-Decided June 19, 1992
In a state-court tort action, respondents alleged that one of
them had contracted AIDS from a transfusion of contaminated blood
supplied by petitioner American National Red Cross. The Red Cross
removed the suit to the Federal District Court, claiming federal
jurisdiction based on,
inter alia, the provision in its
federal charter authorizing it "to sue and be sued in courts of law
and equity, State or Federal, within the jurisdiction of the United
States." The court rejected respondents' motion to remand the case
to state court, holding that the charter provision conferred
original federal jurisdiction. The Court of Appeals reversed.
Held: The charter's "sue and be sued" provision confers
original federalcourt jurisdiction. pp. 250-265.
(a) A congressional charter's "sue and be sued" provision may be
read to confer federal-court jurisdiction if, but only if, it
specifically mentions the federal courts. The charter must contain
an express authorization, such as "in all state courts ... and in
any circuit court of the United States,"
Osborn v.
Bank
of United States, 9 Wheat. 738, 818, or "'in any court of law
or equity, State or Federal,'"
D'Oench, Duhme &
Co. v.
FDIC, 315 U. S. 447, 455-456,
rather than a mere grant of general corporate capacity to sue, such
as "'in courts of record, or any other place whatsoever,'"
Bank
of the United States v.
Deveaux, 5 Cranch 61, 8586, or
"in all courts of law and equity within the United States,"
Bankers Trust Co. v.
Texas &
Pacific R.
Co., 241 U. S.
295,304-305. The Red Cross Charter provision has an express
authorization and thus should be read to confer jurisdiction. Pp.
250-257.
(b) Respondents' several arguments against this conclusion-that
the well-pleaded complaint rule bars the removal; that language in
congressional charters enacted closely in time to the 1947
amendment of the Red Cross Charter incorporating the provision in
dispute show a coherent drafting pattern that casts doubt on
congressional intent to confer federal jurisdiction over Red Cross
cases; and that the 1947 amendment was meant not to confer
jurisdiction, but to clarify the Red Cross' capacity to sue in
federal courts where an independent jurisdictional basis exists-are
all unavailing. Pp. 257-263.
(c) The holding in this case leaves the jurisdiction of the
federal courts well within Article Ill's limits. This Court has
consistently held
248
that Article Ill's "arising under" jurisdiction is broad enough
to authorize Congress to confer federal-court jurisdiction over
actions involving federally chartered corporations. Pp.
264-265.
938 F.2d
1494, reversed and remanded.
SOUTER, J., delivered the opinion of the Court, in which WHITE,
BLACKMUN, STEVENS, and THOMAS, JJ., joined. SCALIA, J., filed a
dissenting opinion, in which REHNQUIST, C. J., and O'CONNOR and
KENNEDY, JJ., joined,
post, p. 265.
Roy T. Englert, Jr., argued the cause for petitioner. With him
on the briefs were Kenneth S. Geller, Bruce M. Chadwick, Karen
Shoos Lipton, and Edward L. Wolf
Ronald
J. Mann argued the cause for the United States as
amicus curiae urging reversal. With him on the brief were Solicitor
General Starr, Assistant Attorney General Gerson, and Deputy
Solicitor General Roberts.
Gilbert Upton argued the cause for respondents. With him
on the brief were
Gary B. Richardson and
David P.
Slawsky. *
JUSTICE SOUTER delivered the opinion of the Court.
The Charter of the American National Red Cross authorizes the
organization "to sue and be sued in courts of law and equity, State
or Federal, within the jurisdiction of the United States." 33 Stat.
600, as amended, 36 U. S. C. § 2. In this case we consider whether
that "sue and be sued" provision confers original jurisdiction on
federal courts over all cases to which the Red Cross is a party,
with the consequence that the organization is thereby authorized to
remove from state to federal court any state-law action it is
defending. We hold that the clause does confer such
jurisdiction.
I
In 1988 respondents filed a state-law tort action in a court of
the State of New Hampshire, alleging that one of respond-
*Christopher V. Tisi and
Bob Gibbins filed a brief
for the Association of Trial Lawyers of America as
amicus
curiae urging affirmance.
249
ents had contracted AIDS from a transfusion of contaminated
blood during surgery, and naming as defendants the surgeon and the
manufacturer of a piece of medical equipment used during the
procedure. After discovering that the Red Cross had supplied the
tainted blood, respondents sued it, too, again in state court, and
moved to consolidate the two actions. Before the state court
decided that motion, the Red Cross invoked the federal removal
statute, 28 U. S. C. § 1441, to remove the latter suit to the
United States District Court for the District of New Hampshire. The
Red Cross claimed federal jurisdiction based both on the diversity
of the parties and on the "sue and be sued" provision of its
charter, which it argued conferred original federal jurisdiction
over suits involving the organization. The District Court rejected
respondents' motion to remand the case to state court, holding that
the charter provision conferred original federal jurisdiction. See
District Court order of May 24, 1990, reprinted at App. to Pet. for
Cert. 18a-25a.
On interlocutory appeal, the United States Court of Appeals for
the First Circuit reversed.
938 F.2d
1494 (1991). The Court of Appeals compared the Red Cross
Charter's "sue and be sued" provision with analogous provisions in
federal corporate charters previously examined by this Court, and
concluded that the relevant language in the Red Cross Charter was
similar to its cognates in the charter of the first Bank of the
United States, construed in
Bank of the United States v.
Deveaux, 5 Cranch 61 (1809), and in that of the federally
chartered railroad construed in
Bankers Trust Co. v.
Texas &
Pacific R. Co., 241 U. S. 295 (1916), in
neither of which cases did we find a grant of federal jurisdiction.
The Court of Appeals distinguished
Osborn v.
Bank of
United States, 9 Wheat. 738 (1824), where we reached the
opposite result under the charter of the second Bank of the United
States, the Court of Appeals finding it significant that the second
Bank's authorization to sue and be sued spoke of a particular
federal court and of state courts already possessed
250
of jurisdiction. The Court of Appeals also discounted the Red
Cross's reliance on our opinion in
D'Oench, Duhme
& Co. v.
Federal Deposit Ins. Corp.,
315 U. S. 447
(1942), concluding that in that case we had "not[ed] only
incidentally" that federal jurisdiction was based on the "sue and
be sued" clause in the FDIC's charter. See 938 F. 2d, at 14971499.
The Court of Appeals found support for its conclusion in the
location of the Red Cross Charter's "sue and be sued" provision in
the section "denominat[ing] standard corporate powers,"
id.,
at 1499, as well as in legislative history of the amendment to the
Red Cross Charter adding the current "sue and be sued" language,
and in the different form of analogous language in other federal
corporate charters enacted contemporaneously with that amendment,
see
id., at 1499-1500.
We granted certiorari, 502 U. S. 976 (1991), to answer this
difficult and recurring question.1
II
Since its founding in 1881 as part of an international effort to
ameliorate soldiers' wartime suffering, the American Red Cross has
expanded its activities to include, among others, the civilian
blood-supply services here at issue. The organization was
reincorporated in 1893, and in 1900 received its first federal
charter, which was revised in 1905. See American National Red
Cross, Report of the Advisory Committee on Organization 4 (1946)
(hereinafter Advisory Report), reprinted at App. to Brief for
Appellants in No. 90-1873 (CA1), pp. 94,101.
1 Although more than 40 District Court cases have considered
this issue, no result clearly predominates. Compare Pet. for Cert.
10, n. 4 (listing cases finding jurisdictional grant in Red Cross
Charter's "sue and be sued" provision), with
id., at 11, n.
5 (listing cases reaching opposite conclusion). Reflecting this
confusion, the only other Court of Appeals to consider this issue
decided differently from the First Circuit. See
Kaiser v.
Memorial Blood Center of Minneapolis, Inc., 938 F.2d
90 (CA8 1991).
251
The 1905 charter empowered the Red Cross "to sue and be sued in
courts of law and equity within the jurisdiction of the United
States." Act of Jan. 5, 1905, ch. 23, §2, 33 Stat. 600. At that
time the provision would not have had the jurisdictional
significance of its modern counterpart, since the law of the day
held the involvement of a federally chartered corporation
sufficient to render any case one "arising under" federal law for
purposes of general statutory federalquestion jurisdiction. See
Pacific Railroad Removal Cases, 115 U. S. 1, 14 (1885). In
1925, however, Congress restricted the reach of this jurisdictional
theory to federally chartered corporations in which the United
States owned more than one-half of the capital stock. Act of Feb.
13, 1925, ch. 229, § 12, 43 Stat. 941; codified as amended at 28 U.
S. C. § 1349.2 Since the effect of the 1925 law on non stock
corporations like the Red Cross is unclear, see,
e.
g., C.
H. v.
American Red Cross, 684 F. Supp.
1018, 1020-1022 (ED Mo. 1987) (noting split in authority over
whether § 1349 applies to nonstock corporations),3 its enactment
invested the charter's "sue and be sued" clause with a potential
jurisdiction significance previously unknown to it.
Its text, nevertheless, was left undisturbed for more than 20
years further, until its current form, authorizing the Red Cross
"to sue and be sued in courts of law and equity, State or Federal,
within the jurisdiction of the United States," took shape with the
addition of the term "State or Federal" to the 1905 language, as
part of an overall revision of the organization's charter and
bylaws. See Act of May 8, 1947,
2 Congress had previously overruled much of
Pacific Railroad
Removal Cases,
115
U. S. 1 (1885), by withdrawing federal jurisdiction over cases
involving federally chartered railroads based solely on the
railroad's federal incorporation, see Act of Jan. 28, 1915, ch. 22,
§ 5, 38 Stat. 803, 804, a limitation irrelevant for our
purposes.
3We do not address this question, as we hold that the "sue and
be sued" provision of the Red Cross's Charter suffices to confer
federal jurisdiction independently of the organization's federal
incorporation.
252
Pub. L. 80-47, § 3, 61 Stat. 80, 81. It is this language upon
which the Red Cross relies, and which the Court of Appeals held to
have conferred no federal jurisdiction.
III A
As indicated earlier, we do not face a clean slate. Beginning
with Chief Justice Marshall's opinion in 1809, we have had several
occasions to consider whether the "sue and be sued" provision of a
particular federal corporate charter conferred original federal
jurisdiction over cases to which that corporation was a party, and
our readings of those provisions not only represented our best
efforts at divining congressional intent retrospectively, but have
also placed Congress on prospective notice of the language
necessary and sufficient to confer jurisdiction. See,
e. g.,
United States v.
Merriam, 263 U. S. 179, 186 (1923)
(Congress presumed to intend judicially settled meaning of terms);
Cannon v.
University of Chicago, 441 U. S. 677, 696-698
(1979) (presuming congressional knowledge of interpretation of
similarly worded earlier statute). Those cases therefore require
visitation with care.
In
Deveaux, we considered whether original federal
jurisdiction over suits by or against the first Bank of the United
States was conferred by its charter. The language in point
authorized the Bank "'to sue and be sued, plead and be impleaded,
answer and be answered, defend and be defended, in courts of
record, or any other place whatsoever,'" 5 Cranch, at 85. In the
opinion written by Chief Justice Marshall, the Court held this
language to confer no federal jurisdiction, reading it as a mere
grant to the bank of the normal corporate capacity to sue,
id., at 85-86. The Court contrasted the charter's "sue and
be sued" provision with one authorizing the institution of certain
suits against the bank's officers "in any court of record of the
United States, or of
253
[sic] either of them," a provision the Court described as
"expressly authoriz[ing] the bringing of that action in the federal
or state courts,"
id., at 86. The Chief Justice concluded
that this latter provision "evince[d] the opinion of congress, that
the right to sue does not imply a right to sue in the courts of the
union, unless it be expressed,"
ibid.
The same issue came to us again 15 years later in
Osborn.
By this time Congress had established the second Bank of the
United States, by a charter that authorized it "to sue and be sued,
plead and be impleaded, answer and be answered, defend and be
defended, in all state courts having competent jurisdiction, and in
any circuit court of the United States." Act of Apr. 10, 1816, ch.
44, § 7, 3 Stat. 266, 269. In its interpretation of this language,
the Court, again speaking through Chief Justice Marshall, relied
heavily on its
Deveaux analysis, and especially on the
contrast developed there between the first bank charter's "sue and
be sued" provision and its provision authorizing suits against bank
officers. See
Osborn, 9 Wheat., at 818. Holding that the
language of the second bank's charter "could not be plainer by
explanation,"
ibid., in conferring federal jurisdiction, the
Osborn Court distinguished
Deveaux as holding
that "a general capacity in the Bank to sue, without mentioning the
courts of the Union, may not give a right to sue in those courts,"
9 Wheat., at 818.
With the basic rule thus established, our next occasion to
consider the issue did not arise until
Bankers Trust, nearly
a century later. The federal charter considered in that case
authorized a railroad corporation "to sue and be sued, plead and be
impleaded, defend and be defended, in all courts of law and equity
within the United States." Act of Mar. 3, 1871, ch. 122, § 1, 16
Stat. 573, 574. Testing this language against that construed in
Deveaux and
Osborn, we concluded that it "d[id] not
literally follow" its analogues considered in either of the earlier
cases, 241 U. S., at 304, but held, never-
254
theless, that it had "the same generality and natural import" as
the clause contained in the first Bank charter. Thus, we followed
Deveaux and found in the failure to authorize federal court
litigation expressly no grant of federal jurisdiction. 241 U. S.,
at 304-305.
Last came
D'Oench, Duhme, where we held that the FDIC's
charter granted original federal jurisdiction. That jurisdiction
was not, we explained, "based on diversity of citizenship.
Respondent, a federal corporation, brings this suit under an Act of
Congress authorizing it to sue or be sued 'in any court of law or
equity, State or Federal.' " 315 U. S., at 455-456 (citation and
footnote omitted). It is perfectly true, as respondents stressed in
argument, that in an accompanying footnote we quoted without
comment another part of the same statute, providing that" '[a]ll
suits of a civil nature at common law or in equity to which the
Corporation shall be a party shall be deemed to arise under the
laws of the United States:
Provided, That any such suit to
which the Corporation is a party in its capacity as receiver of a
State bank and which involves only the rights or obligations of
depositors, creditors, stockholders and such State bank under State
law shall not be deemed to arise under the laws of the United
States.'"
Id., at 455-456, n. 2.4 The footnote did not,
however, raise any doubt that the Court held federal jurisdiction
to rest on the terms of the "sue and be sued" clause. Quite the
contrary, the footnote's treatment naturally expressed the
subordinate importance of the provision it quoted. While as a state
bank's receiver the FDIC might lose the benefit of the deemer
clause as a grant of federal
4 The "sue and be sued" language was originally enacted in the
statute creating the FDIC, see Banking Act of 1933, ch. 89, § 8, 48
Stat. 162, 172, and was reenacted in the 1935 amendments to that
statute, see Banking Act of 1935, ch. 614, § 101,49 Stat. 684, 692.
The 1935 amendments also enacted for the first time the deemer
provision we quoted in footnote 2 of our opinion in
D'Oench,
Duhme &
Co. v.
FDIC, 315 U. S. 447, 455
(1942). See 49 Stat. 684, 692.
255
jurisdiction, the "sue and be sued" clause would settle the
jurisdictional question conclusively, in any case.5
B
These cases support the rule that a congressional charter's "sue
and be sued" provision may be read to confer federal court
jurisdiction if, but only if, it specifically mentions the federal
courts. In
Deveaux, the Court found a "conclusive argument"
against finding a jurisdictional grant in the "sue and be sued"
clause in the fact that another provision of the same document
authorized suits by and against bank officers "in any court of
record of the United States, or of
[sic] either of them ....
" See 5 Cranch, at 86. In contrasting these two provisions the
Deveaux Court plainly intended to indicate the degree of
specificity required for a jurisdictional grant.6 That is certainly
how the
Osborn Court understood
Deveaux, as it
described the latter provision as an "express grant of
jurisdiction," 9 Wheat., at 818, in contrast to the first Bank
charter's "sue and be sued" provision, which, "without men-
5 Respondents argue that the parties in
D'Oench, Duhme
did not litigate the jurisdictional issue. See Brief for
Respondents 18-22. But the parties' failure to challenge
jurisdiction is irrelevant to the force of our holding on that
issue. See,
e. g., FW/PBS, Inc. v.
Dallas, 493 U. S. 215, 231 (1990)
(federal courts have independent obligation to examine their own
jurisdiction); see also
Ex parte Bollman, 4 Cranch 75, 100
(1807) (Marshall, C. J.) (giving controlling weight to previous
jurisdictional holding by Court even though parties to previous
case had not raised jurisdictional issue).
6 The dissent reads
Deveaux as distinguishing between
these two provisions not on this basis, but rather on the ground
that the provision authorizing suits against bank officers allowed
the bringing of a particular cause of action. See
post, at
270. That reading might be possible if Chief Justice Marshall had
not nipped it in the bud. He did not explain the difference between
the jurisdictional significance of the two clauses in question by
saying that jurisdiction may be granted only in provisions
referring to courts in which causes of action could be brought. He
explained it simply by inferring, from the drafting contrasts, "the
opinion of congress that the right to sue does not imply the right
to sue in the courts of the union
unless it be expressed."
Deveaux, 5 Cranch, at 86 (emphasis added).
256
tioning the courts of the Union,"
ibid., was held merely
to give the Bank "a general capacity ... to sue [but not] a right
to sue in those courts,"
ibid.7 The
Osborn Court thus
found a jurisdictional grant sufficiently stated in the second Bank
charter's "sue and be sued" provision, with its express federal
reference, remarking that "[t]o infer from
[Deveaux] that
words expressly conferring a right to sue in those courts do not
give the right, is surely a conclusion which the premises do not
warrant."
Ibid.s
Applying the rule thus established, in
Bankers Trust we
described the railroad charter's "sue and be sued" provision, with
its want of any reference to federal courts, and, holding it up
against its analogues in
Deveaux and
Osborn, we
found
7 The dissent accuses us of repeating what it announces as Chief
Justice Marshall's misunderstanding, in
Osborn, of his own
previous opinion in
Deveaux. See
post, at 271. We are
honored.
8 Contrary to respondents' argument, our cases do not support a
requirement that federal jurisdiction under a "sue and be sued"
clause requires mention of the specific federal court on which it
is conferred.
D'Oench, Duhme, of course, bars any such
reading. Nor would
Osborn v.
Bank of United States, 9
Wheat. 738 (1824), require such a specification even if
D'Oench,
Duhme were not on the books. When the second Bank was
chartered, two sets of federal courts, the Circuit Courts and the
District Courts, shared overlapping original federal jurisdiction.
See,
e. g., E. Surrency, History of the Federal
Courts 61 (1987). If (as apparently was the case) the framers of
the second Bank's charter wished to provide that all suits in
federal court involving the Bank be brought in one set of courts,
it would have been necessary for any jurisdictional grant to
specify which set of federal trial courts was being invested with
jurisdiction. This need no longer exists, and the means chosen by
the drafters of the early charters to resolve that problem should
not be thought significant in resolving the very different issue
before us today. Moreover, the larger part of the Court's analysis
in
Osborn speaks only of the charter's mention of federal
courts, not its specification of the Circuit Courts in particular.
See 9 Wheat., at 817-818. The charter's specification of those
courts would have made it natural for the
Osborn Court to
indicate its reliance on that narrower ground, had it believed such
specificity to be required. The fact that it did not so indicate is
strong evidence that the Court thought it unnecessary.
257
it closer to the former.9 Finally, in
D'Oench, Duhme we
based our finding of jurisdiction on the "sue and be sued"
provision of the FDIC charter, which mentioned the federal courts
in general, but not a particular federal court.
The rule established in these cases makes it clear that the Red
Cross Charter's "sue and be sued" provision should be read to
confer jurisdiction. In expressly authorizing the organization to
sue and be sued in federal courts, using language resulting in a
"sue and be sued" provision in all relevant respects identical to
one on which we based a holding of federal jurisdiction just five
years before, the provision extends beyond a mere grant of general
corporate capacity to sue, and suffices to confer federal
jurisdiction.
IV
Respondents offer several arguments against this conclusion,
none of which we find availing.
9 The dissent is playful in manufacturing a conflict between our
synthesis of the cases and the opinion in
Bankers Trust Co.
v.
Texas and Pacific R. Co., 241 U. S. 295 (1916). See
post, at 272. The dissent first quotes the Court's
construction in the
Bankers Trust opinion, that the clause
at issue there implied no jurisdictional grant, but simply rendered
the corporation " 'capable of suing and being sued by its corporate
name in any court of law or equity-Federal, state or
territorial-whose jurisdiction as otherwise competently defined was
adequate to the occasion.'"
Post, at 272 (emphasis omitted)
(quoting 241 U. S., at 303). The dissent then concludes that
"[t]hat paraphrasing of the railroad charter, in terms that would
spell jurisdiction under the key the Court adopts today, belies any
notion that
Bankers Trust was using the same code book."
Post, at 273. The dissent thus attempts to set up a conflict
between our analysis and the result in
Bankers Trust, by
suggesting that that Court's interpretation of the provision (i.
e., to confer capacity to sue in courts including federal
ones) should itself be subject to a second-order interpretation,
which under our analysis might require a holding of jurisdiction,
the conclusion rejected by the
Bankers Trust Court. This
"interpretation of an interpretation" methodology is simply
illegitimate, originating not in our opinion but in the dissent's
whimsy. Like our predecessors, we are construing a charter, not a
paraphrase.
258
A
First, we can make short work of respondents' argument that the
charter's conferral of federal jurisdiction is nevertheless subject
to the requirements of the "well-pleaded complaint" rule (that the
federal question must appear on the face of a well-pleaded
complaint) limiting the removal of cases from state to federal
court. See Brief for Respondents 38-46. Respondents erroneously
invoke that rule outside the realm of statutory "arising under"
jurisdiction, i.
e., jurisdiction based on 28 U. S. C. §
1331, to jurisdiction based on a separate and independent
jurisdictional grant, in this case, the Red Cross Charter's "sue
and be sued" provision. The "well-pleaded complaint" rule applies
only to statutory "arising under" cases, see
Verlinden B. v:
v.
Central Bank of Nigeria, 461 U. S. 480, 494
(1983); see also 13B C. Wright, A. Miller, & E. Cooper, Federal
Practice and Procedure § 3566, pp. 82-83 (2d ed. 1984); Chemerinsky
& Kramer, Defining the Role of the Federal Courts, 1990 B. Y.
U. L. Rev. 67, 75, n. 17; it has no applicability here.
B
Respondents also claim that language used in congressional
charters enacted closely in time to the 1947 amendment casts doubt
on congressional intent thereby to confer federal jurisdiction over
cases involving the Red Cross. Respondents argue that the 1948
amendment to the charter of the Commodity Credit Corporation (CCC),
the 1947 amendment to the charter of the Federal Crop Insurance
Corporation (FCIC), and the 1935 amendment to the FDIC's charter,
each of which includes explicit grants of federal jurisdiction,
together demonstrate "a practice of using clear and explicit
language to confer federal jurisdiction over corporations
[Congress] had created." Brief for Respondents 27.
The argument does not hold up. The CCC amendment is irrelevant
to this enquiry, as it conferred exclusive, rather than concurrent,
federal jurisdiction. See Act of June 29,
259
1948, ch. 704, § 4, 62 Stat. 1070. There is every reason to
expect Congress to take great care in its use of explicit language
when it wishes to confer exclusive jurisdiction, given our
longstanding requirement to that effect.lO Its employment of
explicitly jurisdictional language in the CCC's case thus raises no
suggestion that its more laconic Red Cross amendment was not meant
to confer concurrent federal jurisdiction.
Nor do the other two enactments support respondents' argument.
The statutes were passed 12 years apart and employed verbally and
doctrinally distinct formulations. Compare Banking Act of 1935, ch.
614, § 101, 49 Stat. 684, 692 (providing that suits involving FDIC
"shall be deemed to arise under the laws of the United States"),
with Act of Aug. 1, 1947, ch. 440, § 7, 61 Stat. 719 (providing
that FCIC "may sue and be sued in its corporate name in any court
of record of a State having general jurisdiction, or in any United
States district court, and [that] jurisdiction is hereby conferred
upon such district court to determine such controversies without
regard to the amount in controversy").l1 These differences are not
merely semantic: the jurisdictional effect of the FDIC's provision
depends on the 28 U. S. C. § 1331 grant of general federal-question
jurisdiction, while the
10 See
Claflin v.
Houseman, 93 U. S. 130, 136 (1876)
("[O]ur judgment [has] been ... to affirm [concurrent state-court]
jurisdiction, where it is not excluded by express provision, or by
incompatibility in its exercise arising from the nature of the
particular case"); see also
Charles Dowd Box Co. v.
Courtney, 368
U. S. 502, 508 (1962)
(Claflin's analysis of this
question "has remained unmodified through the years").
11 Respondents do not repeat the Court of Appeals's argument
that the original language of the FCIC charter tracked in all
relevant respects that in the Red Cross's post-1947 charter, and
that Congress's later amendment of the FCIC charter to make
jurisdiction more explicit thus implicitly suggests that Congress
considered that language insufficient to confer jurisdiction. See
938 F.2d
1494, 1500
(CA1 1991). We note here only that the Red
Cross adequately rebuts that argument. See Brief for Petitioner
42-43.
260
FCIC's provision functions independently of § 1331. These
differences of both form and substance belie respondents' claim of
a coherent drafting pattern against which to judge the ostensible
intent behind the Red Cross amendment.
If, indeed, respondents' argument could claim any plausibility,
it would have to be at the cost of ignoring the 1942
D'Oench,
Duhme opinion citing the FDIC charter's "sue and be sued"
provision as the source of federal jurisdiction in that case. See
315 U. S., at 455. If the "sue and be sued" clause is sufficient
for federal jurisdiction when it occurs in the same charter with
the language respondents claim to be at odds with its
jurisdictional significance, it is certainly sufficient standing
alone. In any event, the fact that our opinion in
D'Oench,
Duhme was handed down before the 1947 amendment to the Red
Cross Charter indicates that Congress may well have relied on that
holding to infer that amendment of the Red Cross Charter's "sue and
be sued" provision to make it identical to the FDIC's would suffice
to confer federal jurisdiction. See,
e. g.,
Cannon, 441 U. S., at 696-697. Congress was, in any event,
entitled to draw the inference.
C
Respondents would have us look behind the statute to find quite
a different purpose when they argue that the 1947 amendment may
have been meant not to confer jurisdiction, but to clarify the Red
Cross's capacity to sue in federal courts where an independent
jurisdictional basis exists. See Brief for Respondents 23-27. The
suggestion is that Congress may have thought such a clarification
necessary after passage of the 1925 statute generally bringing an
end to federal incorporation as a jurisdictional basis. See 28 U.
S. C. § 1349.12 But this suggestion misconstrues § 1349 as
12 See Act of Feb. 13, 1925, ch. 229, § 12, 43 Stat. 941
(currently codified at 28 U. S. C. § 1349). The exception, for
federally chartered corporations over one-half owned by the United
States, is irrelevant to our enquiry. See n. 3,
supra.
261
somehow affecting a federally chartered corporation's capacity
to sue, when by its own terms it speaks only to jurisdiction. If,
then, respondents are correct that the enactment of § 1349
motivated the 1947 amendment, that motivation cuts against them,
given that § 1349 affected only jurisdiction.
The legislative history of the 1947 amendment cuts against them,
as well, to the extent it points in any direction.13 Congress's
revision of the charter was prompted by, and followed, the
recommendations of a private advisory committee of the Red Cross.
See H. R. Rep. No. 337, 80th Cong., 1st Sess., 6 (1947) ("[The 1947
amendment] was drafted as the result of recommendations made by
[the Advisory committee] .... [They] incorporat[e] the
recommendations of th[at] advisory committee ... "); S. Rep. No.
38, 80th Cong., 1st Sess., 1 (1947) ("The present legislation
incorporates, in the main, the recommendations of the [A]dvisory
committee"). The Advisory Report had recommended that "[t]he
charter should make it clear that the Red Cross can sue and be sued
in the Federal Courts," reasoning that "[t]he Red Cross has in
several instances sued in the Federal Courts, and its powers in
this respect have not been questioned. However, in view of the
limited nature of the jurisdiction of the Federal Courts, it seems
desirable that this right be clearly stated in the Charter."
Advisory Report 35-36, reprinted at App. to Brief for Appellants in
No. 90-1873, at 132-133.
l3The only debate on the 1947 amendment to the charter's "sue
and be sued" provision occurred at a Senate Committee hearing. See
Hearings on S. 591 before the Senate Committee on Foreign
Relations, 80th Cong., 1st Sess., 10 (1947). The only two relevant
comments, both made by Senator George, appear to be mutually
contradictory on the matter at issue here. At one point Senator
George said: "I think the purpose of the bill is very clear, and
that is to give the jurisdiction in State courts and Federal
courts, and I think we had better leave it there,"
ibid.
Later, however, he stated: "I think there might be some question
about the right of a Federal corporation to be sued in a State
court. I thought that was, and I still think it is, the purpose of
this provision,"
id., at 11.
262
The Advisory Report's explicit concern with the limited
jurisdiction of the federal courts indicates that the recommended
change, which prompted the amendment to the "sue and be sued"
provision, spoke to jurisdiction rather than capacity to sue.
Against this, respondents argue only that the Advisory Report's use
of the words "can" and "power" indicate concern with the latter,
not the former. See Brief for Respondents 25. This is fine parsing,
too fine to overcome the overall jurisdictional thrust of the
Report's recommendation.
In a final look toward the text, respondents speculate that the
1947 amendment can be explained as an attempt to clarify the Red
Cross's capacity to enter the federal courts under their diversity
jurisdiction. See Brief for Respondents 2526, 29. The argument
turns on the theory that federally chartered corporations are not
citizens of any particular State, and thus may not avail themselves
of diversity jurisdiction. See
id., at 26 (quoting
Walton v.
Howard University, 683 F. Supp. 826, 829
(DC 1987)). Respondents completely fail, however, to explain how
the addition of the words "State or Federal" to the "sue and be
sued" provision might address this claimed jurisdictional problem.
Indeed, the 1947 amendment, by specifying the particular courts
open to the Red Cross, as opposed to the Red Cross's status as a
party, seems particularly ill-suited to rectifying an asserted
party-based jurisdictional deficiency.14
14 At oral argument respondents carried the suggestion a further
step by speculating that the 1947 amendment could be explained as
an attempt to ensure the Red Cross's access to federal courts when
diversity jurisdiction existed, due to concern, presumably present
until our 1949 decision in
National Mut. Ins. Co. v.
Tidewater Transfer Co., 337 U. S. 582, about the
constitutionality of the 1940 statute giving District of
Columbiachartered corporations the same rights to sue in diversity
as statechartered corporations. See Tr. of Oral Arg. 30-31. But the
speculation, if sound, would prove too much. For on this theory
Congress would have been hedging against a constitutional problem
of diversity jurisdiction by resorting to a special grant of
jurisdiction to cover the Red Cross, which is
263
Perhaps most obviously, respondents' argument violates the
ordinary sense of the language used, as well as some basic canons
of statutory construction. The 1905 charter, authorizing the Red
Cross "to sue and be sued in courts of law and equity within the
jurisdiction of the United States," simply cannot be read as
failing to empower the Red Cross to sue in federal courts having
jurisdiction. That fact, when combined with the Advisory Report's
justification of the 1947 amendment by reference to federal courts'
limited jurisdiction, see
supra, leaves it extremely
doubtful that capacity to sue
simpliciter motivated that
amendment. Indeed, the Red Cross's clear preamendment capacity to
sue in federal courts calls into play the canon of statutory
construction requiring a change in language to be read, if
possible, to have some effect, see,
e. g., Brewster v.
Gage, 280 U.
S. 327, 337 (1930); 2A N. Singer, Sutherland on Statutory
Construction § 46.06 (5th rev. ed. 1992), a rule which here tugs
hard toward a jurisdictional reading of the 1947 amendment.15
exactly what the Red Cross maintains was intended by following
D'Oench, Duhme and
Osborn.
Respondents complain that the Red Cross's theory is of recent
vintage, citing a 1951 case in which the Red Cross removed a suit
against it from state to federal court based not on any independent
jurisdictional grant implicit in the "sue and be sued" provision,
but rather on party diversity. See Brief for Respondents 29 (citing
Patterson v.
American National Red Cross, 101 F.
Supp. 655 (SD Fla. 1951)). However, the Red Cross's failure in one
40-year-old case to base its removal petition on the theory it
advances today adds nothing to respondents' attack on the Red
Cross's current interpretation.
15 The dissent adopts and refines respondents' argument, see
Brief for Respondents 16, that the 1947 amendment's parallel
treatment of federal and state courts counsels against reading that
amendment as conferring jurisdiction, see
post, at 267-268.
The short answer is that
D'Oench, Duhme forecloses the
argument, since the charter language we held to confer federal
jurisdiction in that case made exactly the same parallel mention of
federal and state courts. But going beyond that, the reference to
state as well as federal courts presumably was included lest a
mention of federal courts alone (in order to grant jurisdiction to
them) be taken as motivated by an intent to confer exclusive
federal jurisdiction. Moreover, the Red Cross Charter's "sue and be
sued" provision, like its counterparts
264
V
Our holding leaves the jurisdiction of the federal courts well
within Article Ill's limits. As long ago as
Osborn, this
Court held that Article Ill's "arising under" jurisdiction is broad
enough to authorize Congress to confer federal-court jurisdiction
over actions involving federally chartered corporations. See 9
Wheat., at 823-828.16 We have consistently reaffirmed the breadth
of that holding. See
Pacific R. Removal Cases, 115 U.
S., at 11-14;
In re Dunn, 212 U. S. 374, 383-384
(1909);
Bankers Trust, 241 U. S., at 305-306;
Puerto
construed in
Osborn and
D'Oench, Duhme, confers
both capacity to sue and jurisdiction. While capacity to sue in
both federal and state courts was already clearly established
before the 1947 amendment, it may have been feared that the
addition of the word "Federal" to confer federal jurisdiction would
be misread to limit the Red Cross's capacity to sue in state
courts, if it were not reaffirmed by explicit inclusion of the word
"State."
It is the dissent's conclusion that the 1947 amendment was meant
to "eliminat[e] the possibility that the language 'courts of law
and equity within the jurisdiction of the United States' that was
contained in the original charter might be read to limit the grant
of capacity to sue in federal court,"
post, at 275 (emphasis
and citation omitted); that is difficult to justify. Such a
motivation is nowhere even hinted at in the Advisory Report, the
document both Houses of Congress acknowledged as the source for the
amendment, see
supra, at 261 (quoting congressional
reports); indeed, the relevant part of the Advisory Report does not
even mention state courts, see Advisory Report 35-36, reprinted at
App. to Brieffor Appellants in No. 90-1873, at 132-133. It is
hardly a "reasonable construction,"
post, at 275, of the
amendment to view it as granting something the Advisory Report
never requested. While the dissent notes one of Senator George's
comments supporting its hypothesis, it ignores the other, which
explicitly notes a federal jurisdiction-conferring motivation
behind the amendment. See
supra, at 261, n. 13.
Neither party reads the 1947 amendment to clarify the Red
Cross's capacity to sue in state courts, and, as there is no
evidence of such an intent, we do not embrace that reading
here.
16 Again, it should be pointed out that statutory jurisdiction
in this case is not based on the Red Cross's federal incorporation,
but rather upon a specific statutory grant. In contrast, the
constitutional question asks whether Article Ill's provision for
federal jurisdiction over cases "arising under federal law" is
sufficiently broad to allow that grant.
265
Rico v.
Russell &
Co., 288 U. S. 476, 485
(1933);
Verlinden, 461 U. S., at 492. We would be loath to
repudiate such a longstanding and settled rule, on which Congress
has surely been entitled to rely, cf.
Pennsylvania v.
Union Gas Co., 491 U. S. 1, 34-35 (1989)
(SCALIA, J., concurring in part and dissenting in part), and this
case gives us no reason to contemplate overruling it.
VI
The judgment of the Court of Appeals is reversed, and the case
is remanded for proceedings consistent with this opinion.
It is so ordered.
JUSTICE SCALIA, with whom THE CHIEF JUSTICE, JUSTICE O'CONNOR,
and JUSTICE KENNEDY join, dissenting.
The Court today concludes that whenever a statute granting a
federally chartered corporation the "power to sue and be sued"
specifically mentions the federal courts (as opposed to merely
embracing them within general language), the law will be deemed not
only to confer on the corporation the capacity to bring and suffer
suit (which is all that the words say), but also to confer on
federal district courts
jurisdiction over any and all
controversies to which that corporation is a party. This wonderland
of linguistic confusion-in which words are sometimes read to mean
only what they say and other times read also to mean what they do
not say-is based on the erroneous premise that our cases in this
area establish a "magic words" jurisprudence that departs from
ordinary rules of English usage. In fact, our cases simply reflect
the fact that the natural reading of
some "sue and be sued"
clauses is that they confer both capacity and jurisdiction. Since
the natural reading of the Red Cross Charter is that it confers
only capacity, I respectfully dissent.
I
Section 2 of the Red Cross Charter, 36 U. S. C. § 2, sets forth
the various powers of the corporation, such as the
266
power "to have and to hold ... real and personal estate"; "to
adopt a seal"; "to ordain and establish bylaws and regulations";
and to "do all such acts and things as may be necessary to ...
promote [its] purposes." 1 The second item on this list is "the
power to sue and be sued in courts of law and equity, State or
Federal, within the jurisdiction of the United States."
Ibid. The presence of this language amidst a list of more or
less ordinary corporate powers confirms what the words themselves
suggest: It merely establishes that the Red Cross is a juridical
person which may be party to a lawsuit in an American court, and
that the Red Cross-despite its status as a federally chartered
corporation-does not share the Government's general immunity from
suit. Cf. Fed. Rule Civ. Proc. 17(b) ("The capacity of a
corporation to sue or be sued shall be determined by the law under
which it was organized"); 4 Thompson on Corporations
1 Section 2, as amended, provides in its entirety:
"The name of this corporation shall be 'The American National
Red Cross', and by that name it shall have perpetual succession,
with the power to sue and be sued in courts of law and equity,
State or Federal, within the jurisdiction of the United States; to
have and to hold such real and personal estate as shall be deemed
advisable and to dispose of the same, to accept gifts, devises, and
bequests of real and personal estate for the purposes of this
corporation hereinafter set forth; to adopt a seal and the same to
alter and destroy at pleasure; and to have the right to have and to
use, in carrying out its purposes hereinafter designated, as an
emblem and badge, a Greek red cross on a white ground, as the same
has been described in the treaties of Geneva, August twenty-second,
eighteen hundred and sixty-four and July twenty-seventh, nineteen
hundred and twenty-nine, and adopted by the several nations
acceding thereto; to ordain and establish bylaws and regulations
not inconsistent with the laws of the United States of America or
any State thereof, and generally to do all such acts and things as
may be necessary to carry into effect the provisions of sections 1,
2 to 6, 8, and 9 of this title and promote the purposes of said
organization; and the corporation created is designated as the
organization which is authorized to act in matters of relief under
said treaties. In accordance with the said treaties, the delivery
of the brassard allowed for individuals neutralized in time of war
shall be left to military authority." 36 U. S. C. § 2.
267
§ 3161, p. 975 (3d ed. 1927) ("[The power to sue and be sued] is
expressly conferred in practically every incorporating act");
Loeffler v.
Frank, 486 U. S. 549, 554-557
(1988) ("sue and be sued" clause waives sovereign immunity).
It is beyond question that nothing in the language of this
provision suggests that it has anything to do with regulating the
jurisdiction of the federal courts. The grant of corporate power to
sue and be sued in no way implies a grant of federal-court
jurisdiction; it merely places the corporation on the same footing
as a natural person, who must look elsewhere to establish grounds
for getting his case into court. Words conferring
authority
upon a
corporation are a most illogical means of conferring
jurisdiction upon a
court, and would not normally be
understood that way. Moreover, it would be extraordinary to confer
a new subject-matter jurisdiction upon "federal courts" in general,
rather than upon a particular federal court or courts.
The Court apparently believes, see
ante, at 256, n. 8,
that the language of § 2 is functionally equivalent to a specific
reference to the district courts, since no other court could
reasonably have been intended to be the recipient of the
jurisdictional grant. Perhaps so, but applying that intuition
requires such a random butchering of the text that it is much more
reasonable to assume that
no court was the intended
recipient. The Red Cross is clearly granted the
capacity to
sue and be sued in
all federal courts, so that it could
appear, for example, as a party in a third-party action in the
Court of International Trade, see 28 U. S. C. § 1583, and in an
action before the United States Claims Court, see Claims Court Rule
14(a) (Mar. 15, 1991). There is simply no textual basis, and no
legal basis except legal intuition, for saying that it must
in
addition establish an independent basis of jurisdiction to
proceed in those courts, though it does
not in the district
courts.
In fact, the language of this provision not only does not
distinguish among federal courts, it also does not treat fed-
268
eral courts differently from state courts; the Red Cross is
granted the "power" to sue in both. This parallel treatment of
state and federal courts even further undermines a jurisdictional
reading of the statute, since the provision cannot reasonably be
read as allowing the Red Cross to enter a state court without
establishing the independent basis of jurisdiction appropriate
under state law. Such a reading would present serious
constitutional questions. Cf.
Brown v.
Gerdes,
321 U. S. 178,
188 (1944) (Frankfurter, J., concurring);
Howlett v.
Rose, 496 U.
S. 356, 372 (1990);
Herb v.
Pitcairn, 324 U. S. 117, 120-121
(1945);
Minneapolis &
St. Louis R. Co. v.
Bombolis, 241
U. S. 211, 222-223 (1916); but cf. Sandalow, Henry v.
Mississippi and the Adequate State Ground:
Proposals for a Revised Doctrine, 1965 S. Ct. Rev. 187, 207, n.
84. Since the language of the Red Cross Charter cannot fairly be
read to create federal jurisdiction but not state jurisdiction, we
should not construe it as creating either.
Edward
J.
DeBartolo Corp. v.
NLRB, 463 U. S. 147, 157
(1983);
NLRB v.
Catholic Bishop of Chicago, 440 U. S. 490, 500501
(1979).
I therefore conclude-indeed, I do not think it seriously
contestable-that the natural reading of the "sue and be sued"
clause of 36 U. S. C. § 2 confers upon the Red Cross only the
capacity to "sue and be sued" in state and federal courts;
it does not confer jurisdiction upon any court, state or
federal.
II
I do not understand the Court to disagree with my analysis of
the ordinary meaning of the statutory language. Its theory is that,
regardless of ordinary meaning, our cases have created what might
be termed a "phrase of art," whereby a "sue and be sued" clause
confers federal jurisdiction "if, but only if, it specifically
mentions the federal courts."
Ante, at 255. Thus, while the
uninitiated would consider the phrase "sue and be sued in any court
in the United States" to mean the same thing as "sue and be
sued
269
in any court, state or federal," the Court believes that our
cases have established the latter (but not the former) as a
shorthand for "sue and be sued in any court, state or federal,
and the federal district courts shall have jurisdiction over any
such action." Congress is assumed to have used this cleverly
crafted code in enacting the charter provision at issue here.
Ante, at 251-252. In my view, our cases do not establish the
cryptology the Court attributes to them. Rather, the four prior
cases in which we have considered the jurisdictional implications
of "sue and be sued" clauses are best understood as simply
applications of conventional rules of statutory construction.
In
Bank of the United States v.
Deveaux, 5 Cranch
61 (1809), we held that a provision of the Act establishing the
first Bank of the United States which stated that the Bank was
"made able and capable in law ... to sue and be sued ... in courts
of record, or any other place whatsoever," 1 Stat. 192, did not
confer jurisdiction on the federal courts to adjudicate suits
brought by the Bank. Construing the statutory terms in accordance
with their ordinary meaning, we concluded (as I conclude with
respect to the Red Cross Charter) that the provision merely gave "a
capacity to the corporation to appear, as a corporation, in
any court which would, by law, have cognisance of the cause, if
brought by individuals." 5 Cranch, at 85-86 (emphasis added). We
expressly noted (as I have in this case) that the Act's
undifferentiated mention of all courts compelled the conclusion
that the provision was not jurisdictional:
"If jurisdiction is
given by this clause to the federal courts, it is equally given to
all courts having original jurisdiction, and for all sums however
small they may be." Id., at 86 (emphasis added). That statement
is immediately followed by contrasting this provision with another
section of the Act which provided that certain actions against the
directors of the Bank "may ... be brought ... in any court of
record of the United States, or of either of them." 1 Stat. 194.
That provision, we said,
270
"expressly authorizes the bringing of that action in the federal
or state courts," which "evinces the opinion of congress, that the
right to sue does not imply a right to sue in the courts of the
union, unless it be expressed." 5 Cranch, at 86. It is clear, I
think, that the reason the Court thought the right to have been
"expressed" under the directors-suit provision, but not "expressed"
under the provision before it, was
not that the former
happened to mention courts "of the United States." For that would
have provided no contrast to the argument against jurisdiction
(italicized above) that the Court had just made. Reference to suits
"in any court of record of the United States, or of either of
them," is no less universal in its operative scope than reference
to suits "in courts of record," and hence is subject to the
same objection (to which the Court was presumably giving a
contrasting example) that jurisdiction was indiscriminately
conferred on all courts of original jurisdiction and for any and
all amounts.
Deveaux establishes not, as the Court claims, the weird
principle that mention of the federal courts
in a "sue and be
sued" clause confers jurisdiction; but rather, the quite
different (and quite reasonable) proposition that mention of the
federal courts in a provision
allowing a particular cause of
action to be brought does so. The contrast between the "sue and
be sued" clause and the provision authorizing certain suits against
the directors lay, not in the mere substitution of one broad phrase
for another, but in the fact that the latter provision, by
authorizing particular actions to be
brought in federal
court, could not reasonably be read
not to confer
jurisdiction. A provision merely conferring a general
capacity to bring actions, however, cannot reasonably be
read to
confer jurisdiction.2
2 The Court believes that
Deveaux's statement that "the
right to sue does not imply the right to sue in the courts of the
union
unless it be expressed," Bank of United States v.
Deveaux, 5 Cranch 61, 86 (1809) (emphasis added), is somehow
inconsistent with my analysis.
Ante, at
271
This reading of
Deveaux is fully consistent with our
subsequent decision in
Osborn v.
Bank of United
States, 9 Wheat. 738 (1824), which construed the "sue and be
sued" clause of the second Bank's charter as conferring
jurisdiction on federal circuit courts. The second charter provided
that the Bank was "made able and capable, in law ... to sue and be
sued ... in all state courts having competent jurisdiction, and in
any circuit court of the United States," 3 Stat. 269. By granting
the Bank power to sue, not in all courts generally (as in
Deveaux), but in
particular federal courts, this
suggested a grant of jurisdiction rather than merely of capacity to
sue. And that suggestion was strongly confirmed by the fact that
the Bank was empowered to sue in state courts "having competent
jurisdiction," but in federal circuit courts
simpliciter. If
the statute had jurisdiction in mind as to the one, it must as to
the other as well. Our opinion in
Osborn did not invoke the
"magic words" approach adopted by the Court today, but concluded
that the charter language "admit[ted] of but one interpretation"
and could not "be made plainer by explanation." 9 Wheat., at
817.
In distinguishing
Deveaux, Osborn noted, and apparently
misunderstood as the Court today does, that case's contrast between
the "express grant of jurisdiction to the federal courts" over
suits against directors and the "general words" of the "sue and be
sued" clause, "which [did] not mention those courts." 9 Wheat., at
818. All it concluded from that, however, was that
Deveaux
established that "a general capacity in the bank to sue, without
mentioning the courts of the Union, may not give a right to sue in
those courts." 9 Wheat., at 818. There does not logically follow
from that the rule which the Court announces today: that
any
grant of a general capacity to sue
with mention of federal
courts will
255, n. 6. Quite the opposite is true: The Court's simple
statement that the grant of jurisdiction must "be expressed" is
obviously a call, not to reach for the cryptograph, but to discern
the plain meaning of the statutory language.
272
suffice to confer jurisdiction. The Court's reading of this
language from
Osborn as giving talismanic significance to
any "mention" of federal courts is simply inconsistent with the
fact that
Osborn (like
Deveaux) did not purport to
confer on the words of the clause any meaning other than that
suggested by their natural import.
This reading of
Deveaux and
Osborn is confirmed by
our later decision in
Bankers Trust Co. v.
Texas
&
Pacific R. Co., 241 U. S. 295 (1916).
There we held it to be "plain" that a railroad charter provision
stating that the corporation "shall be able to sue and be sued ...
in all courts of law and equity within the United States," 16 Stat.
574, did not confer jurisdiction on any court. 241 U. S., at 303.
Had our earlier cases stood for the "magic words" rule adopted by
the Court today, we could have reached that conclusion simply by
noting that the clause at issue did not contain a specific
reference to the federal courts. That is not, however, what we did.
Indeed, the absence of such specific reference
was not even
mentioned in the opinion. See
id., at 303-305. Instead,
as before, we sought to determine the sense of the provision by
considering the ordinary meaning of its language in context. We
concluded that "Congress would have expressed [a] purpose [to
confer jurisdiction] in altogether different words" than these,
id., at 303, which had "the same generality and
natural
import as did those in the earlier bank act [in
Deveaux],"
id., at 304 (emphasis added). Considered in their context of a
listing of corporate powers, these words established that
"Congress was not then concerned with the jurisdiction of courts
but with the faculties and powers of the corporation which it was
creating; and evidently all that was intended was to render this
corporation capable of suing and being sued by its corporate name
in any court of law or equity-Federal, state, or
territorial-whose jurisdiction as otherwise competently defined
was adequate to the occasion." Id., at 303 (emphasis
added).
273
That paraphrasing of the railroad charter, in terms that would
spell jurisdiction under the key the Court adopts today, belies any
notion that
Bankers Trust was using the same code book.
3
The fourth and final case relied upon by the Court is
D'Oench, Duhme &
Co. v.
FDIC, 315 U. S. 447 (1942). In
that case, we granted certiorari to consider whether a federal
court in a nondiversity action must apply the confiict-oflaws rules
of the forum State. We ultimately did not address that question
(because we concluded that the rule of decision was provided by
federal, rather than state, law, see
id., at 456), but in
the course of setting forth the question presented, we noted that,
as all parties had conceded, the jurisdiction of the federal
district court did not rest on diversity:
"Respondent, a federal corporation, brings this suit under an
Act of Congress authorizing it to sue or be sued 'in any court of
law or equity, State or Federal.' Sec. 12 B, Federal Reserve Act;
12 U. S. C. § 264(j).2
"2 That subdivision of the Act further provides: 'All suits of a
civil nature at common law or in equity to which the Corporation
shall be a party shall be deemed to arise under the laws of the
United States ... .'''
Id., at 455-456.
The Court relies heavily on this case, which it views as holding
that a statute granting a corporation the power" 'to sue or be sued
"in any court of law or equity, State or Federal" ,,, establishes
jurisdiction in federal district courts.
Ante, at 254-255.
Even if the quoted language did say that,
3 The Court's protest,
ante, at 257, n. 9, that its
interpretive rule should not be applied to
Bankers Trust's
paraphrase of the railroad charter at issue in that case is a frank
confession that that rule has no relation to ordinary principles
for discerning meaning in the English language-i.
e., it has
no relation to the very principles that we have consistently
purported to apply in this area.
274
it would be remarkable to attribute such great significance to a
passing comment on a conceded point. But in my view it does not say
that anyway, since the footnote must be read together with the text
as explaining the single basis of jurisdiction (rather than, as the
Court would have it, explaining two separate bases of jurisdiction
in a case where even the explanation of one is
obiter). The
language quoted in the footnote is not, as the Court says, from
"another part of the same statute,"
ante, at 254, but is the
continuation of the provision quoted in the text, see 12 U. S. C. §
264(j) (1940 ed.). And the complaint in
D'Oench, Duhme
expressly predicated jurisdiction on the fact that the action was
one "aris[ing] under the laws of the United States." Tr. of Record
in
D'Oench, Duhme &
Co. v.
Federal Deposit
Ins. Corp., O. T. 1941, No. 206, p. 3. The language in this
case is a thin reed upon which to rest abandonment of the
rudimentary principle (followed even in other "sue and be sued"
cases) that a statute should be given the meaning suggested by the
"natural import" of its terms.
Bankers Trust, supra, at
304.
III
Finally, the Court argues that a jurisdictional reading of the
Red Cross Charter is required by the canon of construction that an
amendment to a statute ordinarily should not be read as having no
effect.
Ante, at 263. The original "sue and be sued" clause
in the Red Cross Charter did not contain the phrase "State or
Federal," and the Court argues that its reading-which gives
decisive weight to that additionis therefore strongly to be
preferred.
Ibid. I do not agree. Even if it were the case
that my reading of the clause rendered this phrase superfluous, I
would consider that a small price to pay for adhering to the
competing (and more important) canon that statutory language should
be construed in accordance with its ordinary meaning. And it would
seem particularly appropriate to run the risk of surplusage here,
since the amendment in question was one of a number of
275
technical changes in a comprehensive revision. Ch. 50, § 3, 61
Stat. 80, 81 (1947).
But in any event, a natural-meaning construction of the "sue and
be sued" clause does not render the 1947 amendment superfluous. The
addition of the words "State or Federal" eliminates the possibility
that the language "courts of law and equity
within the
jurisdiction of the United States" that was contained in the
original charter, see ch. 23, § 2, 33 Stat. 600 (emphasis added),
might be read to limit the grant of capacity to sue in
federal
court. State courts are not within the "jurisdiction" of the
United States unless "jurisdiction" is taken in the relatively rare
sense of referring to territory rather than power. The addition of
the words "State or Federal" removes this ambiguity.
The Court rejects this argument on the ground that there is "no
evidence of such an intent."
Ante, at 264, n. 15. The best
answer to that assertion is that it is irrelevant: To satisfy the
canon the Court has invoked, it is enough that there be a
reasonable construction of the old and amended statutes that would
explain why the amendment is not superfluous. Another answer to the
assertion is that it is wrong. As the Court notes elsewhere in its
opinion,
ante, at 261, n. 13, one of the only comments made
by a Member of Congress on this amendment was Senator George's
statement, during the hearings, that the purpose of the provision
was to confirm the Red Cross' capacity to sue in
state
court. See Hearings on S. 591 before the Senate Committee on
Foreign Relations, 80th Cong., 1st Sess., 11 (1947).4
4 The Court points out that Senator George also stated, in
response to a question whether foreign courts should be covered by
the amendment, that the purpose of the bill was "'to give the
jurisdiction in State courts and Federal courts, and I think we had
better leave it there.'''
Ante, at 261, n. 13. Rather than
concluding (as seems obvious) that Senator George was speaking with
imprecision in using the phrase "give the jurisdiction," the Court
draws the far less likely conclusion that Senator George was flatly
contradicting himself in what he said only a few minutes later.
Ibid.
276
***
Because the Red Cross Charter contains no language suggesting a
grant of jurisdiction, I conclude that it grants only the capacity
to "sue or be sued" in a state or federal court of appropriate
jurisdiction. In light of this conclusion, I find it unnecessary to
reach the constitutional question addressed in Part V of the
Court's opinion. I would affirm the judgment of the Court of
Appeals.
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