No. 168.] GREECE. Mr. Fearn to Mr. Blaine. LEGATION OF THE UNITED STATES, Athens, February 20, 1889. (Received March 16.) SIR: In a recent interview, Mr. Dragoumis having stated to me that the Hellenic Government could not regard article 1 of our treaty with Greece as applicable to joint stock companies and other associations, and that the legal status of the latter, in the cases of Great Britain and Austria-Hungary, had been determined by special agreement between the respective Governments, I informed him that such rights were fixed by law in the United States, and that foreigners and foreign corporations there not only had the right to appear in all the tribunals, but could, if they thought proper, transfer their cases from the State to the Federal courts. This, he said, was all that was needed, and that an official declaration to that effect from my Government would be adequate, such declaration being required by Greek law. As there are several American corporations seeking a domicile here, notably the New York Life Insurance Company, which require the sanction of the Government to engage in business, I beg the Department will send me the necessary certificate as soon as possible. The arrangement with Austria-Hungary was made by certificate signed by Count Kalnoky; that with Great Britain by agreement, a copy of which I inclose. I have, etc., Inclosure in No. 168.] WALKER FEARN. AGREEMENT BETWEEN GREECE AND GREAT BRITAIN. His Hellenic Majesty's Government and that of Her Britannic Majesty, being desirous to effect the reciprocal regulation in the Kingdom of Greece and in the United Kingdom of Great Britain and Ireland of the position of joint stock companies and other commercial, industrial, and financial associations, the undersigned, duly authorized to that effect by their respective Governments aforesaid, have conie to the following agreement: Joint stock companies and other associations, commercial, industrial, and financial, constituted in conformity with the laws in force in either of the contracting states, may exercise in the dominions of the other all their rights, including that of appearing before tribunals for the purpose of bringing an action or of defending themselves, with the sole condition in exercising such rights of always conforming themselves to the laws and customs in force in the said dominions. It is understood that these dispositions shall be applicable as well to the companies and associations constituted and authorized previously to the signature of this agreement as to those which may subsequently be so constituted and authorized. The present agreement shall come into operation on the 15th of the present month of August and shall remain in force until one of the contracting parties shall aunounce to the other, one year in advance, its intention to terminate it. Such modifications may, however, by common consent be introduced into it as experience may show to be desirable. Done in duplicate at Athens the, etc. No. 77.] Mr. Adee to Mr. Fearn. DEPARTMENT OF STATE, Washington, September 19, 1889. SIR: Your No. 168, Diplomatic Series, of the 20th February last, in relation to American joint stock companies in Greece, was received at this Department on the 16th of the following month. In that dispatch you stated that the Greek minister for foreign affairs in an interview with you had expressed the opinion that the Hellenic Government could not regard the first article of the treaty between the United States and Greece of December 22, 1837, as applicable to joint stock companies and other business associations whose status in Greece in the cases of Great Britain and Austria-Hungary had been determined by special agreement between the respective Governments. That article provides as follows: The citizens and subjects of the two contracting parties may with all security for their persons, vessels, and cargoes, freely enter the ports, places, and rivers of the territories of the other wherever foreign commerce is permitted. They shall be at liberty to sojourn and reside in all parts whatsoever of said territories; to rent and occupy houses and warehouses for their commerce; and they shall enjoy generally the most entire security and protection in their mercantile transactions on condition of their submitting to the laws and ordinances of the respective countries. On the 2d of April last a copy of your dispatch was submitted to the Attorney-General, with a request for his opinion whether there would be any objection to this Department instructing you to give the Hellenic Government an assurance in the form of a simple declaration that corporations, joint stock companies, and other associations, commercial and industrial, constituted in conformity with the laws in force in Greece, may exercise in the United States all their rights, including that of appearing before tribunals for the purpose of bringing an action, or of defending themselves, with the sole condition in exercising such rights of always conforming to the laws and customs in force in this country. On the 10th of May last the Department received from the AttorneyGeneral his opinion as requested, a copy of which is herewith inclosed. The purport of his opinion is that corporations and associations, such as are described in your dispatch, are, if duly authorized under the laws of Greece, entitled to lawful rights and remedies in the United States, and that there is no objection to this Department communicating assurance to that effect to the Hellenic Government, it being of course always understood, as expressed in the treaty, that these rights. and remedies are to be enjoyed, subject to the appropriate laws of the United States and of the several States. Since the exercise of those rights and remedies may be enjoyed by corporations and associations of Greece under the Constitution and laws of the United States, taken in connection with the treaty above referred to, it is not thought to be necessary that a specific agreement to continue for a certain time and to be terminable upon a certain notice should be entered into with the Hellenic minister of foreign affairs. It is thought that a proper precedent for the present case may be found in the protocol of conferences and declarations concern. ing judicial procedure, signed at Madrid on the 12th of January, 1877, by the minister of the United States and the minister of state of. His Majesty the King of Spain. This being so, all that would be necessary would be to formulate a protocol setting forth that in view of the desire of the Government of the United States and of that of His Hellenic Majesty to effect a reciprocal understanding in regard to the FR 89-31 rights and remedies of corporations and associations organized under the laws of one of the countries in the territories of the other, the minister of the United States declares that joint-stock companies and other associations commercial, industrial, and financial, constituted in conformity with the laws in force in Greece, may exercise in the United States the rights and privileges of subjects of Greece under Article I of the treaty of commerce and navigation between the Government of the United States and that of His Hellenic Majesty, concluded in London on the 10th-22d of December, 1837, including the right of appearing before tribunals for the purpose of bringing an action or defending themselves, with the sole condition that in exercising those rights they always conform themselves to the laws and customs existing in the United States and in the several States. The Hellenic minister for foreign affairs could then make a reciprocal declaration containing a satisfactory assurance that similar rights and privileges shall be enjoyed by American corporations and business associations in Greece, whether now or heretofore organized or to be created in the future. I am, etc., [Inclosure in No. 77.] Mr. Miller to Mr. Blaine. ALVEY A. ADEE. ment an assurance * * DEPARTMENT OF JUSTICE, SIR: By your letter of the 2d of April, 1889, you submit the following inquiry: "Whether, in your opinion, there would be any objection to this Department instructing the minister of the United States at Athens to give the Hellenic Governthat corporations, joint-stock companies, and other associations, commercial and industrial, constituted in conformity with the laws in force in Greece, may exercise in the United States all their rights, including that of appearing before tribunals for the purpose of bringing an action or defending themselves, with the sole condition in exercising such rights of always conforming to the laws and customs in force in this country." The first article of the treaty of the 22d of December, 1837, between the United States and Greece provides: "The citizens and subjects of each of the two high contracting parties may, with all security for their persons, vessels, and cargoes, freely enter the ports, places, and rivers of the territories of the other wherever foreign commerce is permitted. They shall be at liberty to sojourn and reside in all parts whatsoever of such territories; to rent and occupy houses and warehouses for their commerce, and they shall enjoy generally the most entire security and protection in their mercantile transactions, on condition of their submitting to the laws and ordinances of the respective countries." By virtue of the provisions of the sixth article of the Constitution of the United States this treaty became a part of the supreme law of the land, and is obligatory as such in every court, both National and State. Whatever rights the treaty grants are guarantied to the subjects of Greece with all the force of law. The second section of the third article of the Constitution declares the judicial power of the United States "shall extend to all cases, in law and equity, arising under this Constitution, the laws of the United States, and treaties made, or which shall be made, under their authority between a State, or the citizens thereof, * and foreign States, citizens or subjects.” This section is enforced by proper legislation. Both the right and the remedy are thus assured to Grecian subjects. The word "subjects" in the Constitution is used as descriptive of those who owe perpetual allegiance to a Government monarchical in form, as the word "citizens" is used to describe those who owe perpetual allegiance to our own Government or other republics. The word "citizens" in the Constitution has been interpreted by the courts to include corporations and associations such as are described in your letter. The word "subjects" is entitled to a like interpretation, so as to include like foreign corporations and associations. The protection and guarantee to corporations, as citizens, of their lawful rights and remedies, has been carefully considered, and frequently affirmed, by the Supreme Court of the United States. In the case of the Louisville Railway Company vs. Letson (2 How.,558) the law is thus declared: "A corporation created by, and doing business in, a particular State is to be deemed to all intents and purposes as a person, although an artificial person, and inhabitant of the same State, for the purposes of its incorporation, capable of being treated as a citizen of that State, as much as a natural person. Like a citizen it makes contracts, and though, in regard to what it may do in some particulars, it differs from a natural person, and in this especially, the manner in which it can sue and be sued, it is substantially within the meaning of the law a citizen of the State which created it, and where its business is done, for all the purposes of suing and being sued." In the case of the Ohio and Mississippi Railroad Company vs. Wheeler (1 Black., 296) the court, citing the above case with approval, declared the principle settled, in the following language: "That where a corporation is created by the laws of a State the legal presumption is that its members are citizens of the State in which alone the corporate body has a legal existence; and that a suit by or against a corporation, in its corporate name, must be presumed to be a suit by or against citizens of the State which created the corporate body, and that no averment or evidence to the contrary is admissible for the purposes of withdrawing the suit from the jurisdiction of a court of the United States." The same doctrine is maintained in the cases of Marshall vs. The Baltimore and Ohio Railroad Company (16 How., 329); Covington Draw-bridge Company vs. Shepherd (20 How., 233), and Cowles vs. Mercer County (7 Wall., 121). The word "subjects" in the treaty embraces such corporations and associations as are described in your communication, and in the courts of the United States their legal rights, as defined and limited by the laws of the United States and of the several States, are fully protected by adequate remedies. There is, therefore, no legal objection to your communicating to the minister of the United States at Athens such instructions as are suggested in your letter, with the qualification which is annexed as a condition to the first article of the treaty, that the rights and remedies of such corporations and associations are to be enjoyed subject to the appropriate laws of the United States and the laws of the several States. I am, etc., W. H. H. MILLER, No. 26.] Mr. Blaine to Mr. Snowden. DEPARTMENT OF STATE, SIR: In the published reports of the consuls of the United States, No. 96, of August, 1888, there was printed, on page 205, without date, a report entitled "Tobacco imports into Egypt," signed by Mr. John Cardwell, then the consul-general of the United States at Cairo. That report contained reflections upon the methods in which commercial operations were understood by the writer to be conducted by Greek merchants in the Levant, and incidentally embraced a general reference to the Greek people, which is open to animadversion as altogether unnecessary and unjust. The minister of Greece in England, who is also duly accredited to the Government of the United States as the representative of the Hellenic Government, brought this publication to the personal attention of Mr. Phelps, the late minister of the United States in London, and was assured by Mr. Phelps of the regret with which the publication of the remarks was regarded by the Government of the United States. At no time has the minister of Greece availed himself of his diplomatic character to address the Government of the United States formally on the subject, nor has any representation in the premises been made directly to the minister of the United States at the Hellenic court. This Government appreciates the delicate courtesy and good will of the Government of Greece in refraining from official remonstrance in respect to utterances which, from their nature, could not have failed to wound the just susceptibilities of the people of Greece; and in turn takes pleasure in offering to that Government a sincere expression of its regret that, through an oversight as much to be condemned as it is deplored, the remarks of Mr. Cardwell should have been thus published through the agency of a subordinate bureau of this Department. As His Hellenic Majesty's Government is aware, the reports of the officers of the United States in foreign countries are prepared for the use and behoof of their own Government. Their utility can not be circumscribed by prohibition or censure looking to the exclusion of subjects of report save such as may be agreeable to other Governments or peoples. Hence, were Mr. Cardwell still in office, this Government could not assent to a proposition that he should be publicly censured or punished for a statement which, however erroneous in judgment, was yet clearly privileged as between the agent and his principal. It is, accordingly, for the publication of Mr. Cardwell's utterances that this Government spontaneously tenders to the Government of Greece its sincere regrets, with the earnest assurance that the act was by no means intentional, and that the Government and people of the United States are actuated only by the most cordial respect and friendship for a country and people to whom they are linked by indissoluble ties. You are at liberty to read this instruction to His Hellenic Majesty's minister for foreign affairs, leaving with him a copy, should he so desire. At the same time you may say to him that copies hereof will be sent to the legation of the United States in London and to our agency and consulate-general at Cairo for preservation on their files; and that the present communication will in due course appear in the published diplomatic correspondence of this Department. I am, etc., JAMES G. BLAINE. |