Black & White Taxicab & Transfer Co. v. Brown & Yellow Taxicab & Transfer Co.

*522 Mr. Justice Butler

delivered the opinion of the Court.

Respondent sued petitioner and the Louisville and Nashville Railroad Company in the United States court for the western district of Kentucky to prevent interference with the carrying out of a contract between the railroad company and the respondent. The district court entered a decree in favor of respondent. The railroad company declining to join, petitioner alone appealed. The Circuit Court of Appeals affirmed, 15 F. (2d) 509, and this Court granted a writ of certiorari. 273 U. S. 690.

Respondent is a Tennessee corporation carrying on a transfer business at Bowling Green, Kentucky. The petitioner is a Kentucky corporation in competition with respondent. The railroad company is a Kentucky corporation. In 1925, it made a contract with respondent whereby it granted the exclusive privilege of going upon its trains, into its depot, and on the surrounding premises to solicit transportation of baggage and passengers. And *523 it assigned a plot of ground belonging to it for the use of respondent’s taxicabs while awaiting the arrival of trains. In consideration of the privileges granted, respondent agreed to render certain service and to make monthly payments to the railroad company. The term of the contract was fixed at one year to continue for consecutive yearly periods until terminated by either party on thirty days’ notice.

Jurisdiction of the district court was invoked on the ground that the controversy was one between citizens of different States. ‘The complaint alleges that the railroad company failed to carry out the contract in that it allowed others to enter upon its property to solicit transportation of baggage and passengers and to park on its property vehicles used for that purpose. It alleges that petitioner entered, solicited business and parked its vehicles in the places assigned to respondent, and also on an adjoining street so as to obstruct the operation of respondent’s taxicabs. Petitioner’s answer alleges that respondent was incorporated in Tennessee for the fraudulent purpose of giving the district court jurisdiction and to evade the laws of Kentucky. It asserts that the contract is contrary to the public policy and laws of Kentucky as declared by its highest court, and that it is monopolistic, in excess of the railroad company’s charter power and violates § 214 of the constitution of the State.

The record shows that, in September, 1925, respondent was organized in Tennessee by the shareholders of a Kentucky corporation of the same name then carrying on a transfer business at Bowling Green and having a contract with the railroad company like the one here involved; that the business and property of the Kentucky corporation were transferred to respondent, and the former was dissolved. Respondent’s incorporators and railroad representatives, preferring to have this controversy deter *524 mined in the courts of the United States, arranged to have respondent organized in Tennessee to succeed to the business of the Kentucky corporation and to enter into this contract in order to create a diversity of citizenship. The district court found there was no fraud upon its jurisdiction, held the contract valid and found, substantially as alleged in the complaint, that petitioner violated respondent’s rights under it. The decree enjoins petitioner from continuing such interference.

1. Section 37 of the Judicial Code requires any suit commenced in a district court to be dismissed, if it shall appear that the suit does not really and substantially involve a dispute or controversy properly within its jurisdiction or that the parties have been improperly or collusively made or joined, either as plaintiffs or defendants, for the purpose of creating a case cognizable in such court. The requisite diversity of citizenship exists. And the controversy is real and substantial. The privilege granted is valuable. Petitioner treats the contract as invalid and claims to be entitled, without the consent of the railroad company to use railroad property to park its vehicles and solicit business. The railroad company has failed to protect the rights it granted. The motives which induced the creation of respondent to become successor to its Kentucky grantor and take a transfer of its property have no influence on the validity of the transactions which are the subject of the suit. The succession and transfer were actual, not feigned or merely colorable. In these circumstances, courts will not inquire into motives when decid~ ing concerning their jurisdiction. M’Donald v. Smalley et al., 1 Pet. 620, 624. It is enough that respondent is the real party in interest. Smith et al. vs. Kernochen, 7 How. 198, 216. The incorporation of respondent or its title to the business and contract in question is not impeached. *525 Cooperation between it and the railroad company to have the rights of the parties determined by a federal court was not improper or collusive within the meaning of § 37. Re Metropolitan Railway Receivership, 208 U. S. 90, 110. Harkin v. Brundage, 276 U. S. 36. South Dakota v. North Carolina, 192 U. S. 286, 311. It requires no discussion to distinguish Lehigh Mining and Mfg. Co. v. Kelly, 160 U. S. 327, and Miller & Dux v. East Side Canal Co., 211 U. S. 293. The district court had jurisdiction.

2. Petitioner maintains that the contract is not enforceable because in excess of the railroad company’s power under its charter, and cites the decision of the Kentucky Court of Appeals in McConnell v. Pedigo, 92 Ky. 465. That case involved a grant by the railroad company of the exclusive privilege of standing hacks at the platform of its depot in Glasgow. The court did not refer to any of the terms of the charter. But petitioner states that the railroad company was incorporated by an Act of the Legislature of Kentucky, approved March 4, 1850, and purports to quote the section relating to corporate powers. “The said Louisville ,and Nashville Railroad Company . . . may make all such regulations, rules and by-laws as are necessary for the government of the corporation, or for effecting the object for which it is created: Provided, that such regulations, rules and bylaws shall not be repugnant to the laws and constitution of said State or the United States . . . ”. The opinion does not hold or suggest that the contract was contrary to ,any provision of the constitution or statutes of Kentucky or in violation of federal law. The court’s conclusion rests on its determination of a question of general law and not upon a construction of the charter. Moreover that court has given this charter a much broader construction than that insisted on by petitioner. In Louis *526 ville Property Co. v. Commonwealth, 146 Ky. 827, it held that, “ In the maintenance of a place for hotel or restaurant accommodations, and for pleasure, recreation and rest, such as is afforded by a park, neither the letter nor the spirit of the Constitution or statute is violated, but the railroad company acts in the exercise of certain implied powers which it is not prohibited to exercise.” So far as concerns the railroad company’s charter authority to make it, the contract is clearly within the principle of that decision.

3. Section 214 of the Kentucky constitution provides that no railway company shall make any exclusive or preferential arrangement for the handling of freight “ or for the conduct of any business as a common carrier.” Petitioner invokes the last clause. The railroad company is under no obligation to transport passengers or baggage from its station. McConnell v. Pedigo, supra, 468. It is not bound to permit those engaged in such transportation to use its property, to solicit patronage, park then-vehicles or otherwise to carry on their business. The contract does not relate to the railroad company’s business as a common carrier. D. L. & W. R. R. Co. v. Morristown, 276 U. S. 182.

4. The Court of Appeals of Kentucky held such contracts invalid in McConnell v. Pedigo, supra, and Palmer Transfer Co. v. Anderson, 131 Ky. 217. Invalidity of a similar contract was assumed arguendo in Commonwealth v. Louisville Transfer Co., 181 Ky. 305. As reasons for its conclusion that court suggests that the grant of such privileges prevents competition, malees such discrimination as is unreasonable and detrimental to the public and constitutes such a preference over other transfer men as to give grantee a practical monopoly of the business. It has not held them repugnant to any provision of the statutes or constitution of the State. The question there decided *527 is one of general law. Donovan v. Pennsylvania Company, 199 U. S. 279, 300. This Court holds such contracts valid. Donovan case, supra, 297. Morristown case, supra. And these decisions show that, without its consent, the property of a railroad company may not be used by taxicabmen or others to solicit or carry on their business and that it is beyond the power of the State in the public interest to require the railroad company without compensation to allow its property so to be used.

And state courts quite generally construe the common law as this Court has applied it. Old Colony Railroad Co. v. Tripp, 147 Mass. 35. Boston & Albany Railroad v. Brown, 177 Mass. 65. New York, N. H. & H. R. Co. v. Scovill, 71 Conn. 136, 145. Griswold v. Webb, 16 R. I. 649, 651. New York, N. H. & H. R. R. Co. v. Bork, 23 R. I. 218, 222. Hedding v. Gallagher, 72 N. H. 377. Brown v. N. Y. C. & H. R. R. Co., 75 Hun. 355, 359. Thompson’s Exp. & Storage Co. v. Whitemore, 88 N. J. Eq. 535. Norfolk & Western R. Co. v. Old Dominion Baggage Co., 99 Va. 111. Rose v. Public Service Commission, 75 W. Va. 1, 5. State v. Depot Co., 71 O. S. 379. Railroad v. Kohler, 107 Kan. 673, 677. Railroad Co. v. Davidson, 33 Utah 370. Union Depot & Ry. Co. v. Meeking, 42 Colo. 89, 95. Dingman v. Duluth, etc. R. Co., 164 Mich. 328. Lewis v. Railway Co., 36 Tex. Civ. App. 48, 50. See Commonwealth v. Power, 7 Metc. 596, 600. Godbout v. Saint Paul Union Depot Co., 79 Minn. 188, 200. Napman v. People, 19 Mich. 352, 355. Fluker v. Georgia Railroad & Banking Co., 81 Ga. 461, 463.

In harmony with the Kentucky decisions, the highest courts of Indiana and Mississippi hold such -contracts invalid. Indianapolis Union R. Co. v. Dohn, 153 Ind. 10. State v. Reed, 76 Miss. 211. The same conclusion is reached in Cravens v. Rodgers, 101 Mo. 247. Montana Union Ry. Co. v. Langlois, 9 Mont. 419. Hack & Bus Co. *528 v. Sootsma, 84 Mich. 194. But in each of the last three cases the conclusion rests, at least in part, upon a provision of state statute or constitution.

Arrangements similar in principle to that before us are sustained in English courts. Perth General Station Committee v. Ross, L. R. App. Cas. (1897) 479. In re Beadell, 2 C. B. (N. S.) 509. Barker v. Midland Ry. Co., 18 C.B. 45.

The cases cited show that the decisions of the Kentucky Court of Appeals holding such arrangements invalid are contrary to the common law as generally understood and applied. And we are of opinion that petitioner here has failed to show any valid ground for disregarding this contract and that its interference cannot be justified. Care is to be observed lest the doctrine that a contract is void as against public policy be unreasonably extended. Detriment to the public interest is not be presumed in the absence of showing that something improper is done or contemplated. Steele v. Drummond, 275 U. S. 199. And it is to be remembered, as stated by Sir George Jessel, M. R., in Printing Company v. Sampson, L. R. 19 Eq. 462, 465, that public policy requires that competent persons “ shall have the utmost liberty of contracting, and that their contracts, when entered into fairly and voluntarily shall be held sacred, and shall be enforced by Courts of justice.” The station grounds belong to the railroad company and it lawfully may put them into any use that does not interfere with its duties as a common carrier. The privilege granted to respondent does not impair the railroad company’s service to the public or infringe any right of other taxicabmen to transport passengers to and from the station. While it gives the respondent advantage in getting business, passengers are free to engage anyone who may be ready to serve them. The carrying out of such contracts generally makes for good order at railway sta *529 tions, prevents annoyance, serves convenience and promotes safety of passengers. D. L. & W. R. R. Co. v. Morristown, supra. There is here no complaint by or on behalf of passengers; no lack of service, unreasonable exaction or inconvenience of the public is shown. It would be unwarranted and arbitrary to assume that this contract is contrary to public interest. The grant of privileges to respondent creates no duty on the part of the railroad company to give like privileges .to others, and therefore there is no illegal discrimination. And, as the State is without power to require any part of the depot ground to be used as a public hack stand without providing just compensation therefor, then a fortiori such property may not be handed over for the use of petitioner without the consent of the owner.

5. The decree below should be affirmed unless federal courts are bound by Kentucky decisions which are directly opposed to this Court’s determination of the principles of common law properly to be applied in such cases. Petitioner argues that the Kentucky decisions are persuasive and establish the invalidity of such contracts and that the Circuit Court of Appeals erred in refusing to follow them. But, as we understand the brief, it does not contend that, by reason of the rule of decision declared by § 34 of the Judiciary Act of 1789 (now R. S. § 721, U. S. C. Tit. 28 § 725), this Court is required to adopt the Kentucky decisions. But, granting that this point is before us, it cannot be sustained. The contract gives respondent, subject to termination on short notice, license or privilege to solicit patronage and park its vehicles on railroad property at train time. There is no question concerning title to land. No provision of state statute or constitution and no ancient or fixed local usage is involved. Por the discovery of common law principles applicable in any case, investigation is not limited to the *530 decisions of the courts of the State in which the controversy arises. State and federal courts go to the same sources for evidence of the existing applicable rule. The effort of both is to ascertain that rule. Kentucky has adopted the common law and her courts recognize that its principles are not local but are included in the body of law constituting the general jurisprudence prevailing wherever the common law is recognized. Hunt v. Warnicke’s Heirs, 3 Hardin 61. Lathrop v. Commercial Bank, 8 Dana 114, 121. Ray v. Sweeney, 14 Bush 1, 9, et seq. Aetna Insurance Co. v. Commonwealth, 106 Ky. 864, 876. Nider v. Commonwealth, 140 Ky. 684, 686. And see 1 Kent’s Commentaries (14th ed.) pp. 451, 602. As respects the rule of decision to be followed by federal courts, distinction has always been made between statutes of a State and the decisions of its courts on questions of general law. The applicable rule sustained by many decisions of this Court is that in determining questions of general law, the federal courts, while inclining to follow the decisions of the courts of the State in which the controversy arises, are free to exercise their own independent judgment. That this case depends on such a question is clearly shown by many decisions of this Court. Swift v. Tyson, 16 Pet. 1, 19, was an action on a bill of exchange. Mr. Justice Story, writing for the Court, fully expounded § 34 of the Judiciary Act. Carpenter v. Insurance Company, 16 Pet. 495, 511, held that the construction of an insurance policy involves questions of general law. Lane v. Vick, 3 How. 464, involved the construction of a will. It was said (p. 476): “ This court do not follow the state courts in their construction of a will or any other instrument, as they do in the construction of statutes.” Foxcroft v. Mallett, 4 How. 353, 379, held that the decision of a state court construing a deed is not conclusive on this Court. Chicago City v. Robbins, 2 Bl. 418, 428, declined to follow the determination of the state court as to what *531 constitutes negligence. Yates v. Milwaukee, 10 Wall. 497, 506, held that the determination of what constitutes a dedication of land to public use is one of general law. Olcott v. Supervisors, 16 Wall. 678, 689, held that the determination of what is a public purpose to warrant municipal taxation involves a question of general law. Railroad Company v. Lockwood, 17 Wall. 357, 366, declined to follow the state rule as to liability of common carriers for injury of passengers. Liverpool Steam Co. v. Phenix Ins. Co., 129 U. S. 397, 443, held a question concerning the validity of a contract for carriage of goods is one of general law. Baltimore & Ohio Railroad v. Baugh, 149 U. S. 368, 370, so held as to the responsibility of a railroad company to its employees for personal injuries. Beutler v. Grand Trunk Railway, 224 U. S. 85, 88, decides who are fellow-servants' as a question of general law.*

The lower courts followed the well-established rule and rightly held the contract valid. The facts shown warrant the injunction granted.

Decree affirmed.

And see Watson v. Tarpley, 18 How., 517; Mercer County v. Hackett, 1 Wall. 83, 95; Supervisors v. Schenck, 5 Wall. 772, 784; Boyce v. Tabb, 18 Wall. 546, 548; Railroad Co. v. Jones, 95 U. S. 439; Hough v. Railway Co., 100 U. S. 213, 226; Oates v. National Bank, 100 U. S. 239, 246; Railroad Co. v. National Bank, 102 U. S. 14, 29; Burgess v. Seligman, 107 U. S. 20, 32, et seq.; Myrick v. Michigan Central R. R. Co., 107 U. S. 102, 109; Pana v. Bowler, 107 U. S. 529, 540; Gibson v. Lyon, 115 U. S. 439, 446; Enfield v. Jordan, 119 U. S. 680, 694; Smith v. Alabama, 124 U. S. 465, 478; Lake Shore Railway Co. v. Prentice, 147 U. S. 101, 106; Gardner v. Michigan Central Railroad, 150 U. S. 349, 358; Oakes v. Mase, 165 U. S. 363; Barber v. Pittsburgh, &c., Railway, 166 U. S. 83, 100; Pennsylvania R. R. Co. v. Hughes, 191 U. S. 477, 485—486; Presidio County v. Noel-Young Co., 212 U. S. 58, 73; Texas & Pacific Ry. Co. v. Bourman, 212 U. S. 536, 541, and cases cited; Kuhn v. Fairmont Coal Co., 215 U. S. 349, 357, et seq.; Salem Co. v. Manufacturers’ Co., 264 U. S. 182, 191; B. & O. R. R. v. Goodman, 275 U. S. 66, 70.