No. 91-594
Argued: March 3, 1992Decided: June 19, 1992
Held:
The charter’s “sue and be sued” provision confers original federal-court 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, 85-86, 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 III’s limits. This Court has consistently held
- that Article III’s “arising under” jurisdiction is broad enough to authorize Congress to confer federal court jurisdiction over actions involving federally chartered corporations. Pp. 246-265.
938 F.2d 1494 (CA1 1991), 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 Unites 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. *
[ Footnote * ] Christopher V. Tisi and Bob Gibbins filed a brief for the Association of Trial Lawyers of America as amicus curiae urging affirmance.
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 respondents [505 U.S. 247, 249] 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 [505 U.S. 247, 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 1497-1499. 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. [505 U.S. 247, 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 federal-question 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 nonstock 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, [505 U.S. 247, 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 [505 U.S. 247, 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, [505 U.S. 247, 254] nevertheless, 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 [505 U.S. 247, 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 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 mentioning [505 U.S. 247, 256] 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. 8
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 [505 U.S. 247, 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. [505 U.S. 247, 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, [505 U.S. 247, 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. 10 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 twelve 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”). 11 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 [505 U.S. 247, 260] the 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 [505 U.S. 247, 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), U.S. Code Cong.Serv. 1947, pp. 1028, 1029 (“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 pp. 132-133. [505 U.S. 247, 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 phrasing, 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’ capacity to enter the federal courts under their diversity jurisdiction. See Brief for Respondents 25-26, 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 [505 U.S. 247, 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 pre-amendment 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 [505 U.S. 247, 264]
V
Our holding leaves the jurisdiction of the federal courts well within Article III’s limits. As long ago as Osborn, this Court held that Article III’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; [505 U.S. 247, 265] Puerto Rico v. Russell & Co., 288 U.S. 476, 485 (1933); Verlinden, 461 U.S., at 492 . We would be loathe 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.
