The acts under which the bank became a corporation, conferred upon it the power to deal in exchange, without restriction, and hence the purchase of bills at the city of Cleveland, for the purpose of remitting the proceeds of paper belonging to the bank c.ollected at that place, or even the dealing generally in exchange at that place by an agent, with the funds thus collected and remitted, was not in contravention of the charter of the bank, or of any law of the state of Ohio. I think this case falls within the principle of the cases of Bank of Augusta v. Earle, 13 Pet. [38 U. S.] 519, and of Tombigbee R: Co. v. Kneeland, 4 How. [45 U. S.] 16, and that a new trial ought not to be granted.
CONKLING, District Judge.If, according to the true interpretation of the plaintiffs’ charter, it in fact conferred on them no power to pin-chase bills of exchange at the place and in the manner stated in the bill of exceptions, then it follows that no title was in this instance acquired in virtue of such purpose, which can be enforced in a court of justice. It was from their charter that the plaintiffs, as a body corporate, derived their existence and their capacity to make contracts of any kind, and it is to this, therefore, that recourse must be had to ascertain the limits of their *742capacity, and thus to determine whether or not it extended to the contracts in question.
It is conceded that the plaintiffs had the power, granted to them by their charter, of buying and selling bills, of exchange. But it is insisted by the defendants’ counsel that, under this general grant of authority, the plaintiffs had no right to establish an agency for the purpose of dealing in bills of exchange, and by that means to carry on that business elsewhere than at Columbus, in the manner they are described by the witness Morrison to have done at Cleveland.
In answer to this objection it is argued in behalf of the plaintiffs, in the first place, that they are not by their charter restricted to Columbus as the place at which their franchise is to be exercised; but that they are at liberty to establish their bank at any place in the state of Ohio. This proposition, I think, cannot be maintained. It is essential to the convenience and security of the public that every bank should have a fixed, known and permanent place of business, where it is • bound to fulfil all its engagements, and where those who have dealings -with it may safely resort for the purpose of fulfilling theirs. Bank charters, moreover, are not granted for the benefit of stockholders, but for the sake of those engaged in the productive and in mercantile pursuits; and, though a bank may be wanted at one place, it may be unnecessary at another. Persons who apply to the legislature for a banking charter always deem it necessary, therefore, to designate the place at which it is proposed to establish their bank, and to set forth the need of banking facilities at that place; and a charter is granted or withheld according to the opinion of the legislature, respecting the truth or sufficiency of such representations. It may, I imagine, be safely added also, that bank charters are never intentionally granted with power to the corporators to select, ad libitum, their place of business. The legislature of Ohio, by the act of February 24th, 1845, evinced a strong degree of solicitude on this very point. The design of that act was to supersede the necessity of special legislation for the purpose of establishing banks from time to time, at places where they might be required, by providing prospectively for the voluntary formation of banking associations. But in order, as far as possible, to secure a proper distribution of these institutions, the act divides the state into twelve districts, and prescribes the maximum amount of banking capital which may be employed in each, and the maximum number of banks which may be established, not only in each of these districts, but also in each of the counties of which they are composed. It is true that the City Bank of Columbus was not formed under this act, nor did the act restrain the legislature of Ohio from disregarding its policy, by incorporating a bank ten days after-wards without a local habitation. But it is very improbable that this was intended to be-done. A saving institution had already for several years been in being, carrying on its business, it is presumed, as its name indicates, at the city of Columbus. This institution, by the act of March Oth, 1845, was converted into a bank, under the name of the City Bank of Columbus, and unquestionably, without any intention of authorizing a change of location. But, in reality, this question is of little importance, for the bank was in fact established at Columbus, and it. would be idle to assert that the corporation had a right at the same time to set up 'another bank at Cleveland. It is equally clear, also, that the legislature intended to place this bank, when organized, on the same footing in all respects as the “independent” (in contradistinction to the “branch”) banks to be found under the act of February 24th, 1845. This design, indeed, appears to be sufficiently declared in the first and third sections, above recited, of the act of March 6th, 1845. It is very unlikely, moreover, that it should have been intended so soon to innovate upon a system so elaborately devised as that established by the preceding general act. The contrary presumption derives additional strength from the solicitude manifested in the 68th and 69th sections, by the inducements they hold out to bring the existing banks therein named under the provisions of the act.
It follows, therefore, that the question before the court depends upon the same principles that would govern it, if it concerned a bank formed under the general banking act of Ohio, instead of one owing its existence to a separate statute. This point, however, appears to me to be less important, than it seemed to be considered by the counsel at the argument. It is true, the act of February 24th, 1845, evinces an anxious desire to secure a proper distribution of banking capital among the several districts and counties of the state; and it requires the several associations which may be formed under it, to designate beforehand the particular place at which they propose to establish their bank, and, having done so, limits them thenceforth to the place selected. But, it is to be recollected, that the act provides for the establishment from time to time of a great number of banks, without any further exercise of legislative discretion; and I am unable to discern in the scheme of distribution adopted, anything more than an attempt to do at once, prospectively, what the legislature would otherwise have been required to do by successive acts — that is to say, to adapt the supply of bank facilities in different parts of the state, to the exigencies of each, as far as they could be foreseen. Viewed in this light, those provisions of the act upon which so much stress was laid, ought to have no influence on the decision of the question before the court: for they impose no restrictions with respect to locality, *743not usually imposed by separate acts of incorporation, and import no state policy affecting the rights of the plaintiffs.
The question, then, is resolved into the simple inquiry whether a state bank, having power by its charter to deal in bills of exchange, without any express restriction as to place, can lawfully establish an agency, for the purpose of buying and selling bills of exchange, in a part of the state other than that of its location. It was argued, indeed, by the plaintiffs’ counsel, that the purchases of these two bills of exchange, coming as they do separately before the court, are to be regarded as isolated acts, and, as such, free from objection, whatever might be thought of the right of plaintiffs to establish an agency at Cleveland for the purpose of dealing in exchange. But these purchases were shown by the witness Morrison to constitute parts of a series of similar acts, performed by him as the agent of the plaintiffs, by them constituted for this express purpose; and to adjudge all these acts to be severally lawful, and admit them at the same time to have been collectively contrary to law, would seem to be inconsistent. But, whether they are to be considered individually or collectively, unless it can be shown that a bank may lawfully do without, what it cannot lawfully do within the limits of the state whence it derived its corporate existence, the question before the court has already been authoritatively answered by the supreme court of the United States, in the cases of Bank of Augusta v. Earle, 13 Pet. [38 U. S.] 519, and of Tombigbee R. Co. v. Kneeland, 4 How. [45 U. S.] 16. In the first of these cases the question -was, whether a bank incorporated by the legislature of the state of Georgia, and established at Augusta in that state, having power conferred upon it in general terms by its charter to deal in bills of exchange, could lawfully buy bills of exchange in the state of Alabama, through an agent employed there for that purpose. The court decided that it could. The case was in all respects essentially like the present, except that in that case the bill of exchange on which the suit was founded, was purchased by the Georgia bank in another state, instead of a different place in the same state. The case decides, therefore, that if the City Bank of Columbus had employed its agent and purchased these bills at Mobile, instead of Cleveland, its title would have been indisputable. Is its title then to be held invalid, because the purchases were made within the limits of the state of Ohio?
A corporation is a legal entity, endowed with those faculties only with which the legislature have seen fit to invest' it. The power to purchase bills of exchange is, by the statutes of Ohio, conferred on the plaintiffs, as it was by the statute of Georgia on the Bank of Augusta, in general terms, without restriction as to place. If this grant imports a capacity to deal in exchange,, through an agent appointed for that purpose, in other states, by what sound principle of construction can it be maintained, that the grant confers no power to do the same thing in any part of the state of Ohio? If, indeed, the statute, while conferring the power, had also, in terms, forbidden its exercise within the state of Ohio, elsewhere than at Columbus, it may be conceded that this action could not be maintained; and it would then be impertinent to inquire, whether, notwithstanding this restriction, the plaintiffs might not, according to the doctrine of the case of Bank of Augusta v. Earle [supra], lawfully send an agent into another state to purchase bills of exchange. But, in the absence of any such restriction, I am unable to distinguish the present case from that. Indeed the principal question in that case was, not whether the bank possessed a more extensive power to make contracts out of the state of Georgia than within it, but whether it had the capacity to-contract beyond the limits of that state at all. The question turned upon the comity of nations, supposed to be recognized by the laws of the several states with respect to each other, and upon certain provisions contained in the constitution of Alabama. It was, however, deemed necessary, before proceeding to the consideration of these points, to determine first the extent of the power to deal in bills of exchange, conferred on the bank by its charter; for, said the chief justice, in pronouncing the judgment of the court, “it may be safely assumed that a corporation can make no contracts, and do no acts, either within or without the state which creates it, except such as are authorized by its charter; and those acts must also be done by such officers or agents, and in such manner as the charter authorizes.”' After laying down this fundamental principle, the court proceeded to observe: “The charter of the Bank of Augusta authorizes it, in general terms, to deal in bills of exchange, and consequently gives it the power to purchase foreign bills as well as inland — in other words, to purchase bills payable in another state; and the general power to purchase bills, without any restriction as to place, by its fair and natural import authorized the bank to make such purchases wherever it was found most convenient and profitable to the institution, and also to employ suitable' agents for that purpose. The purchase of the bill in question was, therefore, the exercise of one of the powers which the bank possessed under its charter, and was sanctioned by the law of Georgia creating the corporation, so far as that state could authorize a corporation to exercise its powers beyond the limits of its own jurisdiction.” Now, it seems quite clear from this language, that the general grant of power to deal in exchange, contained in the charter of the bank *744of Augusta, was considered by the court sufficient to warrant the exercise of this power at any place within the state of Georgia, and that, if this had been found to be otherwise, all further inquiry would have been deemed unnecessary. But it is needless to dwell longer upon this point. All that was urged at the argument, to prove that the plaintiffs had unlawfully assumed to ■exercise their banking franchise through their agency at Cleveland, is fully answered by the case of Bank of Augusta v. Earle, .and the other cases embraced in the same report; and especially by the subsequent case of Tombigbee R. Co. v. Kneeland, in which the doctrines of the former case were reasserted and more strongly applied.
My opinion, therefore, is, that the motion for a new trial ought to be denied.