Page:Joseph Story, Commentaries on the Constitution of the United States (1st ed, 1833, vol III).djvu/566

as concerns the transactions of that company, of its sovereign character, and takes that of a private citizen. Instead of communicating to the company its privileges and prerogatives, it descends to a level with those, with whom it associates itself, and takes the character, which belongs to its associates, and to the business, which is transacted. Thus, many states in the Union, which have an interest in banks, are not suable even in their own courts. A state, which establishes a bank, and becomes a stockholder in it, and gives it a capacity to sue and be sued, strips itself of its sovereign character, so far as respects the transactions of the bank, and waives all the privileges of that character. As a member of a corporation, a government never exercises its sovereignty. It acts merely, as a corporator; and exercises no other power in the management of the affairs of the corporation, than are expressly given by the incorporating act. The United States held shares in the old bank of the United States; but the privileges of the government were not imparted by that circumstance to the bank. The United States were not a party to suits, brought by or against the bank, in the sense of the constitution. So, with respect to the present bank, suits brought by or against it are not understood to be brought by or against the United States. The government, by becoming a corporator, lays down its sovereignty, so far as respects the transactions of the corporation; and exercises no power or privilege, which is not derived from the charter.^[1] The reasoning admits of further illustration. A corporation is itself, in legal contemplation, an artificial person, having a distinct

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1. United States Bank v. Planters' Bank of Georgia, 9 Wheat. R. 907, 908.