JPMorgan Chase Bank v. Traffic Stream (BVI) Infrastructure Ltd., 536 U.S. 88, 12 (2002)

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98

JPMORGAN CHASE BANK v. TRAFFIC STREAM (BVI)

INFRASTRUCTURE LTD. Opinion of the Court

categories of United Kingdom citizenship).2 Traffic Stream insists that because it is legally nothing more than a collection of noncitizen individuals, the corporation itself cannot be treated as deserving of access to the courts of the United States under a statute that opens them to foreign citizens and subjects.

The less important flaw in the argument is its reliance on the outdated legal construct of corporations as collections of shareholders linked by contract, see M. Horwitz, The Transformation of American Law 1870-1960, pp. 69-93 (1992), a view long since replaced by the conception of corporations as independent legal entities, see id., at 93-107.3 Thus, Traffic Stream's whole notion of corporate citizenship derived from natural persons is irrelevant to jurisdictional enquiry in the United States today.

But the argument's more significant weakness is its failure to recognize that jurisdictional analysis under the law of the United States is not ultimately governed by the law of the United Kingdom, whatever that may be. While it is perfectly true that "every independent nation [has the inherent right] to determine for itself . . . what classes of persons shall be entitled to its citizenship," United States v. Wong Kim Ark, 169 U. S. 649, 668 (1898), our jurisdictional concern here is with the meaning of "citizen" and "subject" as those

2 Ironically, in passing the British Nationality Act, 1981, c. 61, 36, the United Kingdom identified one goal as "reducing statelessness."

3 Indeed, Congress itself rejected the earlier rule in 1958 when it provided that "a corporation shall be deemed to be a citizen of any State by which it has been incorporated and of the State where it has its principal place of business." 28 U. S. C. 1332(c)(1). There has been raised some question as to whether 1332(c) applies to foreign, as well as domestic, corporations, although those Circuits that have reached the issue are in agreement that 1332(c) extends to alien corporations. See Danjaq, S. A. v. Pathe Communications Corp., 979 F. 2d 772, 773-774 (CA9 1992); Vareka Investment, N. V. v. American Investment Properties, Inc., 724 F. 2d 907, 909 (CA11 1984); Jerguson v. Blue Dot Investment, Inc., 659 F. 2d 31, 35 (CA5 1981). There is no need for us to weigh in on this point.

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