dissenting.
A reader of the Court’s conclusory opinion might wonder why this heavily burdened tribunal chose to review this case. Most assuredly, we did not do so merely to reaffirm, ante, at 462, Mr. Chief Justice Marshall’s ruling from the bench in Chappedelaine v. Dechenaux, 4 Cranch 306, 308 (1808), to the effect that aliens serving respectively as residuary legatee and representative of an estate, “although they sue as trustees,” were entitled to bring a federal diversity action against a Georgia citizen. Rather, I had thought that we granted cer-tiorari to resolve a significant conflict among the Courts of Appeals concerning the question whether the citizenship of a business trust, for purposes of establishing diversity jurisdiction, is determined by looking to the citizenship of its trustees or that of its beneficial shareholders.1 I believe that the *467analysis applied by the Court of Appeals in resolving that question was correct, but in applying that same analysis I would reach a different result. I feel that neither the approach now used by this Court, nor the result it reaches, comports with the Massachusetts law of business trusts, or with the Court’s precedents concerning diversity jurisdiction.
I
The Court recognizes that Fidelity Mortgage Investors, a Massachusetts business trust, “shares some attributes of an association,” and that it “also resembles a corporation.” Ante, at 462. The Court concludes, however, based on its reading of portions of Fidelity’s Declaration of Trust, that it is an “express trust.” Taken either as a proposition of the general common-law of trusts,2 or as an interpretation of the Massachusetts law of business trusts, that conclusion is not nearly so automatic and evident as the Court’s scant reasoning implies.
In Hecht v. Malley, 265 U. S. 144 (1924), this Court described the Massachusetts business trust in terms that have *468come to be accepted as the classic definition, see 16A R. Eick-hoff, Fletcher Cyclopedia of the Law of Private Corporations §8228 (1979):
“The ‘Massachusetts Trust’ is a form of business organization, common in that State, consisting essentially of an arrangement whereby property is conveyed to trustees, in accordance with the terms of an instrument of trust, to be held and managed for the benefit of such persons as may from time to time be the holders of transferable certificates issued by the trustees showing the shares into which the beneficial interest in the property is divided. These certificates, which resemble certificates for shares of stock in a corporation and are issued and transferred in like manner, entitle the holders to share ratably in the income of the property, and, upon termination of the trust, in the proceeds.
“Under the Massachusetts decisions these trust instruments are held to create either pure trusts or partnerships, according to the way in which the trustees are to conduct the affairs committed to their charge. If they are the principals and are free from the control of the certificate holders in the management of the property, a trust is created; but if the certificate holders are associated together in the control of the property as principals and the trustees are merely their managing agents, a partnership relation between the certificate holders is created. Williams v. Milton, 215 Mass. 1, 6; Frost v. Thompson, 219 Mass. 360, 365; Dana v. Treasurer, 227 Mass. 562, 565; Priestley v. Treasurer, 230 Mass. 452, 455.
“These trusts — whether pure trusts or partnerships— are unincorporated. They are not organized under any statute; and they derive no power, benefit or privilege from any statute. The Massachusetts statutes, however, recognize their existence and impose upon them, as *469'associations/ certain obligations and liabilities.’' (Footnotes omitted.) 3 265 U. S., at 146-147.
Based on its reading of Fidelity’s Fifth Amended and Restated Declaration of Trust, App. A40, and seemingly unconcerned with considerations of state law, the Court determines that respondents “are active trustees whose control over the assets held in their names is real and substantial.” Ante, at 465. That the trustees’ control over the assets of Fidelity is substantial may be accepted without quarrel. The Court fails to recognize, however, that the Declaration of Trust lodges in the beneficial shareholders substantial control over the actions of these trustees. Article 2.1 of the Declaration provides that the trustees are to be elected at annual shareholder meetings by a majority of the shares voted. App. A47. Article 2.2 provides that trustees may be removed from office, with or without cause, by vote of the majority of the outstanding shares. Ibid. Article 6.7 vests in the shareholders two significant powers: the ability to call a special meeting upon the request of not less than 20% of the outstanding shares, and the requirement that any sale, lease, exchange, or other disposition of more than 50% of the trust assets is to be made only upon the affirmative approval of the holders of a majority of the shares. Id., at A67. Most significantly, Art. 8.2 reserves to the holders of a majority of the shares the right to terminate the trust at any shareholder meeting, and Art. 8.3 gives them the power to amend the Declaration of Trust itself. Id., at A79-A80.
The leading Massachusetts decision concerning the legal nature of a business trust is Williams v. Inhabitants of Milton, 215 Mass. 1, 102 N. E. 355 (1913). There the court inquired whether personal property held by the trustees of the Boston *470Personal Property Trust was to be taxed as partnership property or investment trust property. In concluding that the indenture of trust created a true trust, the court observed that the shareholders of the trust were not associated in any way, did not hold meetings, and could not force the trustees to amend or terminate the trust. Id., at 10, 102 N. E., at 358. The court emphasized, however, that the parties’ intent to create a trust, rather than a partnership, as evidenced in the declaration of trust, was not controlling. “It is what the parties did in making the trust indenture that is decisive.” Id., at 12, 102 N. E., at 359.
In Frost v. Thompson, 219 Mass. 360, 365, 106 N. E. 1009, 1010 (1914), the court distilled from Williams the following test:
“A declaration of trust or other instrument providing for the holding of property by trustees for the benefit of the owners of assignable certificates representing the beneficial interest in the property may create a trust or it may create a partnership. Whether it is the one or the other depends upon the way in which the trustees are to conduct the affairs committed to their charge. If they act as principals and are free from the control of the certificate holders, a trust is created; but if they are subject to the control of the certificate holders, it is a partnership.”
Guided by these principles, the Frost court concluded that the “Buena Yista Fruit Company” was a partnership rather than a trust. This conclusion followed from the fact that shareholders representing two-thirds of the outstanding shares had the power to remove any or all of the trustees at any time without cause, to appoint others to fill resulting vacancies, and to terminate the trust. Moreover, shareholders representing a majority of the shares had the power to amend the declaration of trust and bylaws. “These provisions demonstrate that this association is a partnership and not a trust.” Id., at 366, 106 N. E., at 1010. Thus, the court concluded *471that the trustees could not be sued in an action on a note issued by the Buena Vista Fruit Company.
In a variety of contexts, the Supreme Judicial Court of Massachusetts has continued to observe the line, drawn in Williams and in Frost, that is based on the relative powers of shareholders and trustees in a business trust.4 It appears to *472me that the powers lodged in the beneficial shareholders of Fidelity — the powers to elect and remove trustees, to vote on major trust investments, to amend the terms of the trust, and to terminate it — clearly dictate that it falls on the partnership side of the line. And those same powers convert the relationship between Fidelity's trustees and shareholders from one of trusteeship to one of agency. Thus, in Williams, the court stated: “The person in whose name the partnership property stands in such a case is perhaps in a sense a trustee. But speaking with accuracy he is an agent who for the principal's convenience holds the legal title to the principal's property.” 215 Mass., at 6, 102 N. E., at 356. See also Howe v. Chmielinski, 237 Mass. 532, 534, 130 N. E. 56, 56 (1921).
I do not suggest that this state-law analysis is fully dis-positive of the federal jurisdictional question presented here, see n. 7, infra, but it certainly is relevant.5 Moreover, I be*473lieve that it casts very substantial doubt on the Court’s major premise, namely, that Fidelity is an “express trust.”
II
Petitioner argues that this case is controlled by the confluence of principles emanating from two of this Court’s past decisions, each of which the Court, in its present opinion, essentially relegates to a footnote. The first case, Morrissey v. Commissioner, 296 U. S. 344 (1935), like Hecht v. Malley, 265 U. S. 144 (1924), dealt with the tax treatment of a business trust. In holding that such an entity was not an “ordinary trust,” the Court observed:
“In what are called 'business trusts’ the object is not to hold and conserve particular property, with incidental powers, as in the traditional type of trusts, but to provide a medium for the conduct of a business and sharing its gains. Thus a trust may be created as a convenient method by which persons become associated for dealings in real estate, the development of tracts of land, the construction of improvements, and the purchase, management and sale of properties; or for dealings in securities or other personal property; or for the production, or manufacture, and sale of commodities; or for commerce, or other sorts of business; where those who become beneficially interested, either by joining in the plan at the outset, or by later participation according to the terms of *474the arrangement, seek to share the advantages of a union of their interests in the common enterprise.” 296 U. S., at 357.
These distinctions, along with the similarities between a business trust and a corporation, led the Court to conclude that a business trust was an “association,” taxable, along with corporations, joint stock companies, and insurance companies, under § 2 (a) (2) of the respective Revenue Acts of 1924 and 1926, ch. 234, 43 Stat. 253, and ch. 27, 44 Stat. 9.
Concluding that Morrissey establishes that Fidelity is an unincorporated association, petitioner argues that it follows that this controversy is then controlled by the second case, Steelworkers v. Bouligny, Inc., 382 U. S. 145 (1965). In Bouligny, a unanimous- Court held that an unincorporated labor union’s citizenship for diversity purposes could not be determined without regard to the citizenship of its members. Although the holding of Bouligny was limited to the diversity treatment of labor unions, the principles it enunciates are unmistakably broad. The Court rejected the invitation of other courts and commentators to eradicate the distinction between the “citizenship” of corporations, on the one hand, and that of labor unions and other unincorporated ■ associations, on the other hand. See id., at 149-150. The Court stated that it was “of the view that these arguments, however appealing, are addressed to an inappropriate forum, and that pleas for extension of the diversity jurisdiction to hitherto uncovered broad categories of litigants ought to be made to the Congress and not to the courts.” Id., at 150-151.
The Court of Appeals in this case recognized the pertinence of Bouligny to the problem presented here, but found that ease distinguishable. It noted that Bouligny is directly applicable only to the situation in which an unincorporated association seeks to.establish diversity jurisdiction as an entity. And it adopted the view, earlier suggested in law review commentary,*4756 that Bouligny did not decide who the relevant members aré when a court determines the citizenship of an unincorporated association. The Court of Appeals concluded that when an organization has more than one class of members, it is necessary to determine on a case-by-case basis which class comprises the real parties in interest. Focusing its attention on Fidelity’s Declaration of Trust, the court held that the trustees were the real parties to this lawsuit because they were designated as having exclusive control of the trust’s activities, with the capacity to sue on the trust’s behalf and to be sued. See 597 F. 2d 421, 427 (CA5 1979).
I believe that the approach of the Court of Appeals in this case was consistent with this Court’s prior decisions. And I much prefer it to the simplistic approach the Court now adopts. I am particularly troubled by the Court’s intimation that business trusts are to be treated differently from other functionally analogous business associations — partnerships, limited partnerships, joint stock companies, and the like. I fear that, at bottom, the Court’s distinction between business trusts and these other enterprises hinges on the iocus of title *476to the trust assets, see ante, at 459, and 464-466, a formalistic criterion having little to do with a realistic assessment of the respective degrees of control over the trust's activities that may be exercised by shareholders and trustees.
While I prefer and accept the Court of Appeals’ approach to this case, I am persuaded, on that approach, that one cannot ignore the pervasive measure of control that Fidelity’s shareholders possess over the trustees’ actions taken in their behalf. See Part I, supra.7 That factor, in my view, is the principal distinction between the ongoing business entity at issue here and the trust relationship among certificate holders and the bondholders’ committee that was at issue in Bullard v. Cisco, 290 U. S. 179 (1933), cited and relied upon by the Court, ante, at 463-464. Though the question is not free from all doubt, in the light of these circumstances I believe that the citizenship of Fidelity should be determined according to the citizenship of its beneficial shareholders, and that diversity jurisdiction does not exist in this case.8 I therefore dissent from the Court’s holding to the contrary.
*477I would vacate the judgment of the Court of Appeals and remand this case for consideration of respondents’ claimed alternative bases for federal jurisdiction that were rejected by the District Court, but not reached by the Court of Appeals.
Compare the decision below, 597 F. 2d 421 (CA5 1979), rev’g 416 F. Supp. 1186 (ND Tex. 1976), with Belle View Apartments v. Realty ReFund Trust, 602 F. 2d 668 (CA4 1979), and Riverside Memorial Mausoleum, Inc. v. UMET Trust, 581 F. 2d 62 (CA3 1978), aff’g 434 F. Supp. 58 (ED Pa. 1977). See also cases cited in n. 6, infra, dealing with an analogous question presented in the context of limited partnerships.
The Court of Appeals’ decision in this case also conflicts with a substantial body of recent holdings of Federal District Courts that uniformly have looked to the citizenship of the beneficial shareholders, and not the trustees, in determining the existence of diversity in suits brought by or against common-law business trusts. See National City Bank v. Fidelco Growth Investors, 446 F. Supp. 124 (ED Pa. 1978); Independence Mortgage Trust v. White, 446 F. Supp. 120 (Ore. 1978); Lincoln Associates v. Great American Mortgage Investors, 415 F. Supp. 351 (ND Tex. 1976); Heck v. A. P. Ross Enterprises, Inc., 414 F. Supp. 971 (ND Ill. 1976) ; Carey v. U. S. Industries, Inc., 414 F. Supp. 794 (ND Ill. 1976); Chase *467Manhattan Mortgage & Realty Trust v. Pendley, 405 F. Supp. 593 (ND Ga. 1975); Jim Walter Investors v. Empire-Madison, Inc., 401 F. Supp. 425 (ND Ga. 1975); Larwin Mortgage Investors v. Riverdrive Mall, Inc., 392 F. Supp. 97 (SD Tex. 1975); Fox v. Prudent Resources Trust, 382 F. Supp. 81 (ED Pa. 1974). Aa early decision that appears to be in accord with the Court’s “express trust” rationale in the present case is Simson v. Klipstein, 262 F. 823 (NJ 1920).
The leading reference works dealing with the subject of trusts do not include business trusts within their scope:
“Although many of the rules applicable to trusts are applied to business trusts, yet many of the rules are not applied, and there are other rules which are applicable only to business trusts. The business trust is a special kind of business association and can best be dealt with in connection with other business associations.” Restatement (Second) of Trusts § 1, Comment b, p. 4 (1959).
See also 1 A. Scott, The Law of Trusts § 2.2 (3d ed. 1967).
The current statutory requirements governing voluntary associations under a written instrument or declaration of trust are contained in Mass. Gen. Laws Ann., ch. 182, §§ 1-14 (West 1958 and Supp. 1980).
In Priestley v. Treasurer & Receiver General, 230 Mass. 452, 120 N. E. 100 (1918), a trust agreement was held to create a partnership relation among the shareholders because they were associated, had a fixed annual meeting, could call special meetings upon the request of the holders of 10% of the shares, were empowered to fill vacancies in the number of trustees, and could remove the trustees and elect others in their place. The shareholders also were given direct powers to control the trustees' management of the trust property. In Howe v. Chmielinski, 237 Mass. 532, 130 N. E. 56 (1921), a partnership was found to exist among the shareholders, and the trustees were deemed to be their managing agents, despite the fact that legal title to the property stood in the trustees’ names. This result followed from the shareholders’ reserved powers under the trust agreement to fill vacancies among the trustees, remove them, direct the sale of trust property, ahd alter or terminate the trust. And where the shareholders of an unincorporated loan company were given the power to elect the company’s officers and directors, to remove them for cause, to fill vacancies, to hold annual and special meetings, and to amend or repeal the bylaws, the court concluded that the company’s bylaws “left in the shareholders the ultimate power of control of its affairs with the result that the relationship of partnership and not that of a trust was created.” First National Bank of New Bedford v. Chartier, 305 Mass. 316, 321, 25 N. E. 2d 733, 736 (1940). See also Ryder’s Case, 341 Mass. 661, 664, 171 N. E. 2d 475, 476-477 (1961).
In Bouchard v. First People’s Trust, 253 Mass. 351, 360, 148 N. E. 895, 899 (1925), the court found that an express trust had been created where the arrangement established by a declaration of trust “involve[d] a total want of legal power by the shareholders as to the trust.” In that case the shareholders had no power to direct the management of the trust directly or indirectly, and they had no power to select the trustees or to control their conduct. The Federal District Court applied Massachusetts law in Gutelius v. Stanbon, 39 F. 2d 621 (Mass. 1930), and followed Bouchard in holding that a declaration of trust established a pure trust rather than a partnership. Although the trust agreement provided for shareholder meetings at which the trustees were elected, and permitted *472them to terminate the trust at any time, the court deemed it significant that they were not given the right to remove trustees or to amend the declaration of trust. Id., at 625. One must note, however, that every one of the four powers mentioned in Gutelius, with two of them lacking in that case, are possessed by the shareholders of Fidelity Mortgage Investors.
The fact that a declaration of trust effectively creates a partnership relation rather than a pure trust has not led the Massachusetts courts to treat the entity as a partnership for all purposes. See State Street Trust Co. v. Hall, 311 Mass. 299, 41 N. E. 2d 30 (1942), in which it was held that the partnership nature of a real estate trust did not give minority shareholders the right to dissolve the trust at will.
Typically, for example, lower courts faced with the question whether a particular entity is a “corporation” within the meaning of the federal diversity statute, 28 U. S. C. § 1332 (c), have turned to the pertinent provisions of the law of the State under which the entity was organized. See, e. g., Baer v. United Services Automobile Assn., 503 F. 2d 393, 394-395 (CA2 1974). In contrast, the Court today evidently has found in our past cases a federal common law of trusts that enables it to ignore state law when the issue presented concerns the threshold question of jurisdiction. Cf. Erie R. Co. v. Tompkins, 304 U. S. 64, 78-80 (1938).
State law is not of dispositive assistance in resolving the precise question presented in this case because Massachusetts statutory law recognizes an *473unincorporated business trust as an entity that may itself be sued in an action at law for the debts and obligations incurred by its trustees. Mass. Gen. Laws Ann., ch. 182, § 6 (West 1958); State Street Trust Co. v. Hall, 311 Mass., at 304, 41 N. E. 2d, at 34. The fact that a business trust has the capacity to sue under the laws of Massachusetts, does not, of course, give it the power to bring a suit on its own behalf in federal court. Great Southern Fire Proof Hotel Co. v. Jones, 177 U. S. 449, 455 (1900); see also 13 C. Wright, A. Miller, & E. Cooper, Federal Practice and Procedure: Jurisdiction § 3630, pp. 840-841, and nn. 10 and 11 (1975).
The Court of Appeals, 597 F. 2d, at 427, and n. 6, placed substantial reliance upon the student Comment, Limited Partnerships and Federal Diversity Jurisdiction, 45 U. Chi. L. Rev. 384 (1978). That Comment, in turn, credited the dissenting opinion of Judge James Hunter III, in Carlsberg Resources Corp. v. Cambria Savings & Loan Assn., 554 F. 2d 1254, 1262-1266 (CA3 1977), for the development of the real-party-in-interest approach in determining which members count in establishing the citizenship of an unincorporated association. 45 U. Chi. L. Rev., at 402-404.
The Carlsberg Resources majority held that the citizenship of a limited partnership is determined according to the citizenship of all its partners. The Second Circuit has adopted the contrary view, that is, that the citizenship of the general partners alone is determinative. See Colonial Realty Corp. v. Bache & Co., 358 F. 2d 178, cert. denied, 385 U. S. 817 (1966). I read the Court’s opinion in this case as expressing no view on the diversity of citizenship issue that is presented when one of the parties is a limited partnership.
The conclusion that the Massachusetts law under which the business trust was created would treat Fidelity as a partnership could lead one to hold that its citizenship is determined with respect to the citizenship of all its shareholder-partners. See Great Southern Fire Proof Hotel Co. v. Jones, 177 U. S., at 456. Nonetheless, because Fidelity is not a partnership for all purposes, see n. 4, supra, I hesitate to give such a characterization of its legal nature controlling weight. It seems preferable to me to treat Fidelity as a form of unincorporated business association, and determine its citizenship according to the real-party-in-interest test utilized by the Court of Appeals. One factor that would seem especially pertinent in applying that test is the conclusion that Massachusetts law would treat the relationship between Fidelity’s trustees and shareholders as one of agent to principal. See Part I, supra.
The author of the Comment cited in n. 6, supra, suggests that determining the real parties in interest in an action involving a business trust is complicated by the fact that no uniform statutory framework clearly defines the relative rights and responsibilities of the trustees and the shareholders. The author notes, however, that certain factors may be relevant to a determination that the shareholders, rather than the trustees, are *477the controlling parties. These include: “(1) the right to remove the trustees, (2) the right to terminate the trust, (3) the right to modify the terms of the trust, (4) the right to elect trustees, and (5) the right to direct management decisions of the trustees.” 45 U. Chi. L. Rev., at 416. The first four are present in this case; in addition, Fidelity’s shareholders have the power to condition major dispositions of the trust assets on their affirmative approval.