Slip opinion

NOTE: Where it is feasible, a syllabus
(headnote) will be released, as is being
done in connection with this case, at
the time the opinion is issued.  The
syllabus constitutes no part of the
opinion of the Court but has been pre-
pared by the Reporter of Decisions for
the convenience of the reader.  See
United States v. Detroit Lumber Co., 200
U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

              Syllabus

AMERICAN NATIONAL RED CROSS v. S. G. et al.
 certiorari to the united states court of ap-
 peals for the first circuit
No. 91-594.   Argued March 3, 1992"Decided June
              19, 1992

In a state-court tort action, respondents al-
leged that one of them had contracted AIDS from
a transfusion of contaminated blood supplied by
petitioner American National Red Cross.  The
Red Cross removed the suit to the Federal Dis-
trict Court, claiming federal jurisdiction based
on, inter alia, the provision in its federal cha-
rter authorizing it ``to sue and be sued in
courts of law and equity, State or Federal,
within the jurisdiction of the United States.''
The court rejected respondents' motion to re-
mand the case to state court, holding that the
charter provision conferred original federal
jurisdiction.  The Court of Appeals reversed.
Held:The charter's ``sue and be sued'' provision
confers original federal court jurisdiction.
Pp.3-16.
(a)A congressional charter's ``sue and be sue-
d'' provision may be read to confer federal
court jurisdiction if, but only if, it specifical-
ly mentions the federal courts.  The charter
must contain an express authorization, such as
``in all state courts . . . and in any circuit
court of the United States,'' Osborn v. Bank of
the United States, 9 Wheat. 738, 818, or ```in any
court of law or equity, State or Federal,'''
D'Oench, Duhme & Co. v. Federal Deposit Ins.
Corp., 315 U.S. 447, 455-456, rather than a mere
grant of general corporate capacity to sue,
such as ```in courts of record, or any other
place whatsoever,''' Bank of the United States v.
Deveaux, 5 Cranch 61, 85-86, or ``in all courts of
law and equity within the United States,'' Bank-
ers Trust Co. v. Texas and Pacific R. Co., 241 U.S.
295, 304-305.   The Red Cross charter provision
has an express authorization and thus should be
read to confer jurisdiction.  Pp.3-9.
(b)Respondents' several arguments against
this conclusion"that the well-pleaded complaint
rule bars the removal; that language in con-
gressional charters enacted closely in time to
the 1947 amendment of the Red Cross charter
incorporating the provision in dispute show a
coherent drafting pattern that casts doubt on
congressional intent to confer federal juris-
diction over Red Cross cases; and that the 1947
amendment was meant not to confer jurisdiction,
but to clarify the Red Cross' capacity to sue in
federal courts where an independent jurisdic-
tional basis exists"are all unavailing.  Pp.9-15.
(c)The holding in this case leaves the juris-
diction of the federal courts well within Article
III's limits.  This Court has consistently held
that Article III's ``arising under'' jurisdiction is
broad enough to authorize Congress to confer
federal court jurisdiction over actions involv-
ing federally chartered corporations.  P.16.
938 F.2d 1494, reversed and remanded.

Souter, J., delivered the opinion of the Court,
in which White, Blackmun, Stevens, and Thomas,
JJ., joined.  Scalia, J., filed a dissenting opinion,
in which Rehnquist, C. J., and O'Connor and Kenne-
dy, JJ., joined.



Opinion
 SUPREME COURT OF THE UNITED STATES--------
             No. 91-594
              --------
AMERICAN NATIONAL RED CROSS, PETITIONER v. S. G.
                   and A. E.
  on writ of certiorari to the united states
    court of appeals for the first circuit
                [June 19, 1992]

  Justice Scalia, with whom The Chief Justice,
Justice O'Connor, and Justice Kennedy join, dis-
senting.
  The Court today concludes that whenever a
statute granting a federally chartered corpora-
tion the  power to sue and be sued specifically
mentions the federal courts (as opposed to merely
embracing them within general language), the law
will be deemed not only to confer on the corpora-
tion the capacity to bring and suffer suit (which
is all that the words say), but also to confer on
federal district courts jurisdiction over any and
all controversies to which that corporation is a
party.  This wonderland of linguistic confusion"in
which words are sometimes read to mean only what
they say and other times read also to mean what
they do not say"is based on the erroneous prem-
ise that our cases in this area establish a  magic
words jurisprudence that departs from ordinary
rules of English usage.  In fact, our cases simply
reflect the fact that the natural reading of some
 sue and be sued clauses is that they confer
both capacity and jurisdiction.  Since the natural
reading of the Red Cross charter is that it con-
fers only capacity, I respectfully dissent.
                       I
  Section 2 of the Red Cross Charter, 36 U. S. C. 2,
sets forth the various powers of the corpora-
tion, such as the power  to have and to hold . . .
real and personal estate;  to adopt a seal;  to
ordain and establish bylaws and regulations; and
to  do all such acts and things as may be neces-
sary to . . . promote [its] purposes.  The second
item on this list is  the power to sue and be sued
in courts of law and equity, State or Federal,
within the jurisdiction of the United States.
Ibid.  The presence of this language amidst a list
of more or less ordinary corporate powers con-
firms what the words themselves suggest: It mere-
ly establishes that the Red Cross is a juridical
person which may be party to a lawsuit in an Amer-
ican court, and that the Red Cross"despite its
status as a federally chartered corporation"does
not share the Government's general immunity from
suit.  Cf. Fed. Rule Civ. Proc. 17(b) ( The capacity
of a corporation to sue or be sued shall be deter-
mined by the law under which it was organized); 4
Thompson on Cor-porations 3161, p. 975 (3d ed.
1927) ( [The power to sue and be sued] is expressly
conferred in practically every incorporating
act); Loeffler v. Frank, 486 U. S. 549, 554-557
(1988) ( sue and be sued clause waives sovereign
immunity).
  It is beyond question that nothing in the lan-
guage of this provision suggests that it has any-
thing to do with regulating the jurisdiction of the
federal courts.  The grant of corporate power to
sue and be sued in no way implies a grant of fed-
eral-court jurisdiction; it merely places the
corporation on the same footing as a natural
person, who must look elsewhere to establish
grounds for getting his case into court.  Words
conferring authority upon a corporation are a most
illogical means of conferring jurisdiction upon a
court, and would not normally be understood that
way.  Moreover, it would be extraordinary to con-
fer a new subject-matter jurisdiction upon  fed-
eral courts in general, rather than upon a par-
ticular federal court or courts.
  The Court apparently believes, see ante, at 9,
n. 8, that the language of 2 is functionally equi-
valent to a specific reference to the district
courts, since no other court could reasonably
have been intended to be the recipient of the
jurisdictional grant.  Perhaps so, but applying
that intuition requires such a random butchering
of the text that it is much more reasonable to
assume that no court was the intended recipient.
The Red Cross is clearly granted the capacity to
sue and be sued in all federal courts, so that it
could appear, for example, as a party in a third-
party action in the Court of International Trade,
see 28 U. S. C. 1583, and in an action before the
United States Claims Court, see Claims Court Rule
14(a) (Mar. 15, 1991).  There is simply no textual
basis, and no legal basis except legal intuition,
for saying that it must in addition establish an
independent basis of jurisdiction to proceed in
those courts, though it does not in the district
courts.
  In fact, the language of this provision not only
does not distinguish among federal courts, it also
does not treat federal courts differently from
state courts; the Red Cross is granted the  pow-
er to sue in both.  This parallel treatment of
state and federal courts even further undermines
a jurisdictional reading of the statute, since the
provision cannot reasonably be read as allowing
the Red Cross to enter a state court without
establishing the independent basis of jurisdiction
appropriate under state law.  Such a reading would
present serious constitutional questions, cf.
Brown v. Gerdes, 321 U. S. 178, 188 (1944) (Frank-
furter, J., concurring); Howlett v. Rose, 496 U. S.
356, 372 (1990); Herb v. Pitcairn, 324 U. S. 117,
120-121 (1945); Minneapolis & St. Louis R. Co. v.
Bombolis, 241 U. S. 211, 222-223 (1916); but cf. Sand-
alow, Henry v. Mississippi and the Adequate State
Ground: Proposals for a Revised Doctrine, 1965
S. Ct. Rev. 187, 207, n. 84.  Since the language of
the Red Cross charter cannot fairly be read to
create federal jurisdiction but not state juris-
diction, we should not construe it as creating
either.  Edward J. DeBartolo Corp. v. NLRB, 463 U. S.
147, 157 (1983); NLRB v. Catholic Bishop of Chicago,
440 U. S. 490, 500-501 (1979).
  I therefore conclude"indeed, I do not think it
seriously contestable"that the natural reading
of the  sue and be sued clause of 36 U. S. C. 2
confers upon the Red Cross only the capacity to
 sue and be sued in state and federal courts; it
does not confer jurisdiction upon any court,
state or federal.
                      II
  I do not understand the Court to disagree with
my analysis of the ordinary meaning of the statu-
tory language.  Its theory is that, regardless of
ordinary meaning, our cases have created what
might be termed a  phrase of art, whereby a  sue
and be sued clause confers federal jurisdiction
 if, but only if, it specifically mentions the fed-
eral courts, ante, at 8.  Thus, while the uninitia-
te would consider the phrase  sue and be sued in
any court in the United States to mean the same
thing as  sue and be sued in any court, state or
federal, the Court believes that our cases have
established the latter (but not the former) as a
shorthand for  sue and be sued in any court,
state or federal, and the federal district courts
shall have jurisdiction over any such action.
Congress is assumed to have used this cleverly
crafted code in enacting the charter provision at
issue here, ante, at 4-5.  In my view, our cases do
not establish the cryptology the Court attributes
to them.  Rather, the four prior cases in which we
have considered the jurisdictional implications of
 sue and be sued clauses are best understood as
simply applications of conventional rules of stat-
utory construction.
  In Bank of the United States v. Deveaux, 5 Cranch
61 (1809), we held that a provision of the Act es-
tablishing the first Bank of the United States
which stated that the Bank was  made able and
capable in law . . . to sue and be sued . . . in courts
of record, or any other place whatsoever, 1 Stat.
192, did not confer jurisdiction on the federal
courts to adjudicate suits brought by the Bank.
Construing the statutory terms in accordance
with their ordinary meaning, we concluded (as I
conclude with respect to the Red Cross charter)
that the provision merely gave  a capacity to the
corporation to appear, as a corporation, in any
court which would, by law, have cognisance of the
cause, if brought by individuals.  5 Cranch, at
85-86 (emphasis added).  We expressly noted (as I
have in this case) that the Act's undifferentiated
mention of all courts compelled the conclusion
that the provision was not jurisdictional:  If
jurisdiction is given by this clause to the federal
courts, it is equally given to all courts having
original jurisdiction, and for all sums however
small they may be, id., at 86 (emphasis added).
That statement is immediately followed by con-
trasting this provision with another section of
the Act which provided that certain actions
against the directors of the Bank  may . . . be
brought . . . in any court of record of the United
States, or of either of them, 1 Stat. 194.  That
provision, we said,  expressly authorizes the
bringing of that action in the federal or state
courts, which  evinces the opinion of congress,
that the right to sue does not imply a right to sue
in the courts of the union, unless it be ex-
pressed.  5 Cranch, at 86.  It is clear, I think,
that the reason the Court thought the right to
have been  expressed under the directors-suit
provision, but not  expressed under the provi-
sion before it, was not that the former happened
to mention courts  of the United States.  For
that would have provided no contrast to the argu-
ment against jurisdiction (italicized above) that
the Court had just made.  Reference to suits  in
any court of record of the United States, or of
either of them, is no less universal in its opera-
tive scope than reference to suits  in courts of
record, and hence is subject to the same objec-
tion (to which the Court was presumably giving a
contrasting example) that jurisdiction was indis-
criminately conferred on all courts of original
jurisdiction and for any and all amounts.
  Deveaux establishes not, as the Court claims,
the weird principle that mention of the federal
courts in a  sue and be sued clause confers ju-
risdiction; but rather, the quite different (and
quite reasonable) proposition that mention of the
federal courts in a provision allowing a particular
cause of action to be brought does so.  The con-
trast between the  sue and be sued clause and
the provision authorizing certain suits against
the directors lay, not in the mere substitution of
one broad phrase for another, but in the fact that
the latter provision, by authorizing particular
actions to be brought in federal court, could not
reasonably be read not to confer jurisdiction.  A
provision merely conferring a general capacity to
bring actions, however, cannot reasonably be read
to confer jurisdiction.
  This reading of Deveaux is fully consistent with
our subsequent decision in Osborn v. Bank of the
United States, 9 Wheat. 738 (1824), which construed
the  sue and be sued clause of the second Bank's
charter as conferring jurisdiction on federal
circuit courts.  The second charter provided that
the Bank was  made able and capable, in law . . . to
sue and be sued . . . in all state courts having
competent jurisdiction, and in any circuit court
of the United States, 3 Stat. 269.  By granting
the Bank power to sue, not in all courts generally
(as in Deveaux), but in particular federal courts,
this suggested a grant of jurisdiction rather
than merely of capacity to sue.  And that sugges-
tion was strongly confirmed by the fact that the
Bank was empowered to sue in state courts  hav-
ing competent jurisdiction, but in federal circuit
courts simpliciter.  If the statute had jurisdic-
tion in mind as to the one, it must as to the other
as well.  Our opinion in Osborn did not invoke the
 magic words approach adopted by the Court
today, but concluded that the charter language
 admit[ted] of but one interpretation and could
not  be made plainer by explanation.  9 Wheat., at
817.
  In distinguishing Deveaux, Osborn noted, and
apparently misunderstood as the Court today
does, that case's contrast between the  express
grant of jurisdiction to the federal Courts over
suits against directors and the  general words
of the  sue and be sued clause,  which [did] not
mention those Courts.  Id., at 818.  All it con-
cluded from that, however, was that Deveaux es-
tablished that  a general capacity in the Bank to
sue, without mentioning the Courts of the Union,
may not give a right to sue in those Courts.
Ibid.  There does not logically follow from that
the rule which the Court announces today: that
any grant of a general capacity to sue with men-
tion of federal courts will suffice to confer ju-
risdiction.  The Court's reading of this language
from Osborn as giving talismanic signifi-
cance to any  mention of federal courts is simply
inconsistent with the fact that Osborn (like Devea-
ux) did not purport to confer on the words of the
clause any meaning other than that suggested by
their natural import.
  This reading of Deveaux and Osborn is confirmed
by our later decision in Bankers Trust Co. v. Texas
& Pacific R. Co., 241 U. S. 295 (1916).  There we held
it to be  plain that a railroad charter provision
stating that the corporation  shall be able to sue
and be sued . . . in all courts of law and equity
within the United States, 16 Stat. 574, did not
confer jurisdiction on any court.  241 U. S., at 303.
Had our earlier cases stood for the  magic words
rule adopted by the Court today, we could have
reached that conclusion simply by noting that the
clause at issue did not contain a specific refer-
ence to the federal courts.  That is not, however,
what we did.  Indeed, the absence of such specific
reference was not even mentioned in the opinion.
See id., at 303-305.  Instead, as before, we sought
to determine the sense of the provision by con-
sidering the ordinary  meaning of its language in
context.  We concluded that  Congress would have
expressed [a] purpose [to confer jurisdiction] in
altogether different words than these, 241 U. S.,
at 303, which had  the same generality and natural
import as did those in the earlier bank act [in
Deveaux], id., at 304 (emphasis added).  Consid-
ered in their context of a listing of corporate
powers, these words established that
 Congress was not then concerned with the
jurisdiction of courts but with the faculties
and powers of the corporation which it was
creating; and evidently all that was intended
was to render this corporation capable of
suing and being sued by its corporate name in
any court of law or equity"Federal, state, or
territorial"whose jurisdiction as otherwise
competently defined was adequate to the oc-
casion.  Id., at 303 (emphasis added).
That paraphrasing of the railroad charter, in
terms that would spell jurisdiction under the key
the Court adopts today, belies any notion that
Bankers Trust was using the same code-book.
  The fourth and final case relied upon by the
Court is D'Oench Duhme & Co. v. Federal Deposit Ins.
Corp., 315 U. S. 447 (1942).  In that case, we granted
certiorari to consider whether a federal court in
a nondiversity action must apply the conflict-of-
laws rules of the forum State.  We ultimately did
not address that question (because we concluded
that the rule of decision was provided by federal,
rather than state law, see id., at 456), but in the
course of setting forth the question presented,
we noted that, as all parties had conceded, the
jurisdiction of the federal district court did not
rest on diversity:
 Respondent, a federal corporation, brings
this suit under an Act of Congress authorizing
it to sue or be sued `in any court of law or
equity, State or Federal.'  Sec. 12 B, Federal
Reserve Act; 12 U. S. C. 264(j).2
   2That subdivision of the Act further pro-
vides: `All suits of a civil nature at common
law or in equity to which the Corporation shall
be a party shall be deemed to arise under the
laws of the United States . . . .'
Id., at 455.
The Court relies heavily on this case, which it
views as holding that a statute granting a corpo-
ration the power  to sue or be sued in any court
of law or equity, State or Federal establishes
jurisdiction in federal district courts.  Ante, at
6-7.  Even if the quoted language did say that, it
would be remarkable to attribute such great sig-
nificance to a passing comment on a conceded
point.  But in my view it does not say that anyway,
since the footnote must be read together with the
text as explaining the single basis of jurisdiction
(rather than, as the Court would have it, explain-
ing two separate bases of jurisdiction in a case
where even the explanation of one is obiter).  The
language quoted in the footnote is not, as the
Court says, from  another part of the same stat-
ute, ante, at 7, but is the continuation of the
provision quoted in the text.  See 12 U. S. C. 264-
(j) (1940 ed.).  And the complaint in D'Oench Duhme
expressly predicated jurisdiction on the fact
that the action was one  aris[ing] under the laws
of the United States, Tr. of Record in D'Oench
Duhme & Co. v. Federal Deposit Ins. Corp., O. T. 1941,
No. 206, p. 3.  The language in this case is a thin
reed upon which to rest abandonment of the rudi-
mentary principle (followed even in other  sue and
be sued cases) that a statute should be given
the meaning suggested by the  natural import of
its terms, Bankers Trust, supra, at 304.
                      III
  Finally, the Court argues that a jurisdictional
reading of the Red Cross Charter is required by
the canon of construction that an amendment to a
statute ordinarily should not be read as having
no effect.  Ante, at 16.  The original  sue and be
sued clause in the Red Cross charter did not
contain the phrase  State or Federal, and the
Court argues that its reading"which gives deci-
sive weight to that addition"is therefore strong-
ly to be preferred.  Ibid.  I do not agree.  Even if
it were the case that my reading of the clause
rendered this phrase superfluous, I would consid-
er that a small price to pay for adhering to the
competing (and more important) canon that statu-
tory language should be construed in accordance
with its ordinary meaning.  And it would seem par-
ticularly appropriate to run the risk of surplus-
age here, since the amendment in question was one
of a number of technical changes in a comprehen-
sive revision.  Ch. 50, 3, 61 Stat. 80, 81 (1947).
  But in any event, a natural-meaning construc-
tion of the  sue and be sued clause does not
render the 1947 amendment superfluous.  The addi-
tion of the words  State or Federal eliminates
the possibility that the language  courts of law
and equity within the jurisdiction of the United
States that was contained in the original char-
ter, see ch. 23, 2, 33 Stat. 600 (emphasis added),
might be read to limit the grant of capacity to sue
to federal court.  State courts are not within the
 jurisdiction of the United States unless  juris-
diction is taken in the relatively rare sense of
referring to territory rather than power.  The
addition of the words  State or Federal removes
this ambiguity.
  The Court rejects this argument on the ground
that there is  no evidence of such an intent,
ante, at 16, n. 15.  The best answer to that asser-
tion is that it is irrelevant: To satisfy the canon
the Court has invoked, it is enough that there be
a reasonable construction of the old and amended
statutes that would explain why the amendment is
not superfluous.  Another answer to the assertion
is that it is wrong.  As the Court notes elsewhere
in its opinion, ante, at 14, n. 13, one of the only
comments made by a member of Congress on this
amendment was Senator George's statement, during
the hearings, that the purpose of the provision
was to confirm the Red Cross's capacity to sue in
state court.  See Hearings on S. 591 before the
Senate Committee on Foreign Relations, 80th
Cong., 1st Sess., 11 (1947).
                 *     *     *
  Because the Red Cross charter contains no
language suggesting a grant of jurisdiction, I
conclude that it grants only the capacity to  sue
or be sued in a state or federal court of appro-
priate jurisdiction.  In light of this conclusion, I
find it unnecessary to reach the constitutional
question addressed in Part V of the Court's opin-
ion.  I would affirm the judgment of the Court of
Appeals.



Dissent
      SUPREME COURT OF THE UNITED STATES--------
             No. 91-594
              --------
AMERICAN NATIONAL RED CROSS, PETITIONER v. S. G.
                   and A. E.
  on writ of certiorari to the united states
    court of appeals for the first circuit
                [June 19, 1992]

  Justice Scalia, with whom The Chief Justice,
Justice O'Connor, and Justice Kennedy join, dis-
senting.
  The Court today concludes that whenever a
statute granting a federally chartered corpora-
tion the  power to sue and be sued specifically
mentions the federal courts (as opposed to merely
embracing them within general language), the law
will be deemed not only to confer on the corpora-
tion the capacity to bring and suffer suit (which
is all that the words say), but also to confer on
federal district courts jurisdiction over any and
all controversies to which that corporation is a
party.  This wonderland of linguistic confusion"in
which words are sometimes read to mean only what
they say and other times read also to mean what
they do not say"is based on the erroneous prem-
ise that our cases in this area establish a  magic
words jurisprudence that departs from ordinary
rules of English usage.  In fact, our cases simply
reflect the fact that the natural reading of some
 sue and be sued clauses is that they confer
both capacity and jurisdiction.  Since the natural
reading of the Red Cross charter is that it con-
fers only capacity, I respectfully dissent.
                       I
  Section 2 of the Red Cross Charter, 36 U. S. C. 2,
sets forth the various powers of the corpora-
tion, such as the power  to have and to hold . . .
real and personal estate;  to adopt a seal;  to
ordain and establish bylaws and regulations; and
to  do all such acts and things as may be neces-
sary to . . . promote [its] purposes.  The sec-
ond item on this list is  the power to sue and be
sued in courts of law and equity, State or Feder-
al, within the jurisdiction of the United States.
Ibid.  The presence of this language amidst a list
of more or less ordinary corporate powers con-
firms what the words themselves suggest: It mere-
ly establishes that the Red Cross is a juridical
person which may be party to a lawsuit in an Amer-
ican court, and that the Red Cross"despite its
status as a federally chartered corporation"does
not share the Government's general immunity from
suit.  Cf. Fed. Rule Civ. Proc. 17(b) ( The capacity
of a corporation to sue or be sued shall be deter-
mined by the law under which it was organized); 4
Thompson on Cor-porations 3161, p. 975 (3d ed.
1927) ( [The power to sue and be sued] is expressly
conferred in practically every incorporating
act); Loeffler v. Frank, 486 U. S. 549, 554-557
(1988) ( sue and be sued clause waives sovereign
immunity).
  It is beyond question that nothing in the lan-
guage of this provision suggests that it has any-
thing to do with regulating the jurisdiction of the
federal courts.  The grant of corporate power to
sue and be sued in no way implies a grant of fed-
eral-court jurisdiction; it merely places the
corporation on the same footing as a natural
person, who must look elsewhere to establish
grounds for getting his case into court.  Words
conferring authority upon a corporation are a most
illogical means of conferring jurisdiction upon a
court, and would not normally be understood that
way.  Moreover, it would be extraordinary to con-
fer a new subject-matter jurisdiction upon  fed-
eral courts in general, rather than upon a par-
ticular federal court or courts.
  The Court apparently believes, see ante, at 9,
n. 8, that the language of 2 is functionally equi-
valent to a specific reference to the district
courts, since no other court could reasonably
have been intended to be the recipient of the
jurisdictional grant.  Perhaps so, but applying
that intuition requires such a random butchering
of the text that it is much more reasonable to
assume that no court was the intended recipient.
The Red Cross is clearly granted the capacity to
sue and be sued in all federal courts, so that it
could appear, for example, as a party in a third-
party action in the Court of International Trade,
see 28 U. S. C. 1583, and in an action before the
United States Claims Court, see Claims Court Rule
14(a) (Mar. 15, 1991).  There is simply no textual
basis, and no legal basis except legal intuition,
for saying that it must in addition establish an
independent basis of jurisdiction to proceed in
those courts, though it does not in the district
courts.
  In fact, the language of this provision not only
does not distinguish among federal courts, it also
does not treat federal courts differently from
state courts; the Red Cross is granted the  pow-
er to sue in both.  This parallel treatment of
state and federal courts even further undermines
a jurisdictional reading of the statute, since the
provision cannot reasonably be read as allowing
the Red Cross to enter a state court without
establishing the independent basis of jurisdiction
appropriate under state law.  Such a reading would
present serious constitutional questions, cf.
Brown v. Gerdes, 321 U. S. 178, 188 (1944) (Frank-
furter, J., concurring); Howlett v. Rose, 496 U. S.
356, 372 (1990); Herb v. Pitcairn, 324 U. S. 117,
120-121 (1945); Minneapolis & St. Louis R. Co. v.
Bombolis, 241 U. S. 211, 222-223 (1916); but cf. Sand-
alow, Henry v. Mississippi and the Adequate State
Ground: Proposals for a Revised Doctrine, 1965
S. Ct. Rev. 187, 207, n. 84.  Since the language of
the Red Cross charter cannot fairly be read to
create federal jurisdiction but not state juris-
diction, we should not construe it as creating
either.  Edward J. DeBartolo Corp. v. NLRB, 463 U. S.
147, 157 (1983); NLRB v. Catholic Bishop of Chicago,
440 U. S. 490, 500-501 (1979).
  I therefore conclude"indeed, I do not think it
seriously contestable"that the natural reading
of the  sue and be sued clause of 36 U. S. C. 2
confers upon the Red Cross only the capacity to
 sue and be sued in state and federal courts; it
does not confer jurisdiction upon any court,
state or federal.
                      II
  I do not understand the Court to disagree with
my analysis of the ordinary meaning of the statu-
tory language.  Its theory is that, regardless of
ordinary meaning, our cases have created what
might be termed a  phrase of art, whereby a  sue
and be sued clause confers federal jurisdiction
 if, but only if, it specifically mentions the fed-
eral courts, ante, at 8.  Thus, while the uninitia-
te would consider the phrase  sue and be sued in
any court in the United States to mean the same
thing as  sue and be sued in any court, state or
federal, the Court believes that our cases have
established the latter (but not the former) as a
shorthand for  sue and be sued in any court,
state or federal, and the federal district courts
shall have jurisdiction over any such action.
Congress is assumed to have used this cleverly
crafted code in enacting the charter provision at
issue here, ante, at 4-5.  In my view, our cases do
not establish the cryptology the Court attributes
to them.  Rather, the four prior cases in which we
have considered the jurisdictional implications of
 sue and be sued clauses are best understood as
simply applications of conventional rules of stat-
utory construction.
  In Bank of the United States v. Deveaux, 5 Cranch
61 (1809), we held that a provision of the Act es-
tablishing the first Bank of the United States
which stated that the Bank was  made able and
capable in law . . . to sue and be sued . . . in courts
of record, or any other place whatsoever, 1 Stat.
192, did not confer jurisdiction on the federal
courts to adjudicate suits brought by the Bank.
Construing the statutory terms in accordance
with their ordinary meaning, we concluded (as I
conclude with respect to the Red Cross charter)
that the provision merely gave  a capacity to the
corporation to appear, as a corporation, in any
court which would, by law, have cognisance of the
cause, if brought by individuals.  5 Cranch, at
85-86 (emphasis added).  We expressly noted (as I
have in this case) that the Act's undifferentiated
mention of all courts compelled the conclusion
that the provision was not jurisdictional:  If
jurisdiction is given by this clause to the federal
courts, it is equally given to all courts having
original jurisdiction, and for all sums however
small they may be, id., at 86 (emphasis added).
That statement is immediately followed by con-
trasting this provision with another section of
the Act which provided that certain actions
against the directors of the Bank  may . . . be
brought . . . in any court of record of the United
States, or of either of them, 1 Stat. 194.  That
provision, we said,  expressly authorizes the
bringing of that action in the federal or state
courts, which  evinces the opinion of congress,
that the right to sue does not imply a right to sue
in the courts of the union, unless it be ex-
pressed.  5 Cranch, at 86.  It is clear, I think,
that the reason the Court thought the right to
have been  expressed under the directors-suit
provision, but not  expressed under the provi-
sion before it, was not that the former happened
to mention courts  of the United States.  For
that would have provided no contrast to the argu-
ment against jurisdiction (italicized above) that
the Court had just made.  Reference to suits  in
any court of record of the United States, or of
either of them, is no less universal in its opera-
tive scope than reference to suits  in courts of
record, and hence is subject to the same objec-
tion (to which the Court was presumably giving a
contrasting example) that jurisdiction was indis-
criminately conferred on all courts of original
jurisdiction and for any and all amounts.
  Deveaux establishes not, as the Court claims,
the weird principle that mention of the federal
courts in a  sue and be sued clause confers ju-
risdiction; but rather, the quite different (and
quite reasonable) proposition that mention of the
federal courts in a provision allowing a particular
cause of action to be brought does so.  The con-
trast between the  sue and be sued clause and
the provision authorizing certain suits against
the directors lay, not in the mere substitution of
one broad phrase for another, but in the fact that
the latter provision, by authorizing particular
actions to be brought in federal court, could not
reasonably be read not to confer jurisdiction.  A
provision merely conferring a general capacity to
bring actions, however, cannot reasonably be read
to confer jurisdiction.
   This reading of Deveaux is fully consistent with
our subsequent decision in Osborn v. Bank of the
United States, 9 Wheat. 738 (1824), which construed
the  sue and be sued clause of the second Bank's
charter as conferring jurisdiction on federal
circuit courts.  The second charter provided that
the Bank was  made able and capable, in law . . . to
sue and be sued . . . in all state courts having
competent jurisdiction, and in any circuit court
of the United States, 3 Stat. 269.  By granting
the Bank power to sue, not in all courts generally
(as in Deveaux), but in particular federal courts,
this suggested a grant of jurisdiction rather
than merely of capacity to sue.  And that sugges-
tion was strongly confirmed by the fact that the
Bank was empowered to sue in state courts  hav-
ing competent jurisdiction, but in federal circuit
courts simpliciter.  If the statute had jurisdic-
tion in mind as to the one, it must as to the other
as well.  Our opinion in Osborn did not invoke the
 magic words approach adopted by the Court
today, but concluded that the charter language
 admit[ted] of but one interpretation and could
not  be made plainer by explanation.  9 Wheat., at
817.
  In distinguishing Deveaux, Osborn noted, and
apparently misunderstood as the Court today
does, that case's contrast between the  express
grant of jurisdiction to the federal Courts over
suits against directors and the  general words
of the  sue and be sued clause,  which [did] not
mention those Courts.  Id., at 818.  All it con-
cluded from that, however, was that Deveaux es-
tablished that  a general capacity in the Bank to
sue, without mentioning the Courts of the Union,
may not give a right to sue in those Courts.
Ibid.  There does not logically follow from that
the rule which the Court announces today: that
any grant of a general capacity to sue with men-
tion of federal courts will suffice to confer ju-
risdiction.  The Court's reading of this language
from Osborn as giving talismanic signifi-
cance to any  mention of federal courts is simply
inconsistent with the fact that Osborn (like Devea-
ux) did not purport to confer on the words of the
clause any meaning other than that suggested by
their natural import.
  This reading of Deveaux and Osborn is confirmed
by our later decision in Bankers Trust Co. v. Texas
& Pacific R. Co., 241 U. S. 295 (1916).  There we held
it to be  plain that a railroad charter provision
stating that the corporation  shall be able to sue
and be sued . . . in all courts of law and equity
within the United States, 16 Stat. 574, did not
confer jurisdiction on any court.  241 U. S., at 303.
Had our earlier cases stood for the  magic words
rule adopted by the Court today, we could have
reached that conclusion simply by noting that the
clause at issue did not contain a specific refer-
ence to the federal courts.  That is not, however,
what we did.  Indeed, the absence of such specific
reference was not even mentioned in the opinion.
See id., at 303-305.  Instead, as before, we sought
to determine the sense of the provision by con-
sidering the ordinary  meaning of its language in
context.  We concluded that  Congress would have
expressed [a] purpose [to confer jurisdiction] in
altogether different words than these, 241 U. S.,
at 303, which had  the same generality and natural
import as did those in the earlier bank act [in
Deveaux], id., at 304 (emphasis added).  Consid-
ered in their context of a listing of corporate
powers, these words established that
 Congress was not then concerned with the
jurisdiction of courts but with the faculties
and powers of the corporation which it was
creating; and evidently all that was intended
was to render this corporation capable of
suing and being sued by its corporate name in
any court of law or equity"Federal, state, or
territorial"whose jurisdiction as otherwise
competently defined was adequate to the oc-
casion.  Id., at 303 (emphasis added).
That paraphrasing of the railroad charter, in
terms that would spell jurisdiction under the key
the Court adopts today, belies any notion that
Bankers Trust was using the same code-book.
  The fourth and final case relied upon by the
Court is D'Oench Duhme & Co. v. Federal Deposit Ins.
Corp., 315 U. S. 447 (1942).  In that case, we granted
certiorari to consider whether a federal court in
a nondiversity action must apply the conflict-of-
laws rules of the forum State.  We ultimately did
not address that question (because we concluded
that the rule of decision was provided by federal,
rather than state law, see id., at 456), but in the
course of setting forth the question presented,
we noted that, as all parties had conceded, the
jurisdiction of the federal district court did not
rest on diversity:
 Respondent, a federal corporation, brings
this suit under an Act of Congress authorizing
it to sue or be sued `in any court of law or
equity, State or Federal.'  Sec. 12 B, Federal
Reserve Act; 12 U. S. C. 264(j).2
   2That subdivision of the Act further pro-
vides: `All suits of a civil nature at common
law or in equity to which the Corporation shall
be a party shall be deemed to arise under the
laws of the United States . . . .'
Id., at 455.
The Court relies heavily on this case, which it
views as holding that a statute granting a corpo-
ration the power  to sue or be sued in any court
of law or equity, State or Federal establishes
jurisdiction in federal district courts.  Ante, at
6-7.  Even if the quoted language did say that, it
would be remarkable to attribute such great sig-
nificance to a passing comment on a conceded
point.  But in my view it does not say that anyway,
since the footnote must be read together with the
text as explaining the single basis of jurisdiction
(rather than, as the Court would have it, explain-
ing two separate bases of jurisdiction in a case
where even the explanation of one is obiter).  The
language quoted in the footnote is not, as the
Court says, from  another part of the same stat-
ute, ante, at 7, but is the continuation of the
provision quoted in the text.  See 12 U. S. C. 264-
(j) (1940 ed.).  And the complaint in D'Oench Duhme
expressly predicated jurisdiction on the fact
that the action was one  aris[ing] under the laws
of the United States, Tr. of Record in D'Oench
Duhme & Co. v. Federal Deposit Ins. Corp., O. T. 1941,
No. 206, p. 3.  The language in this case is a thin
reed upon which to rest abandonment of the rudi-
mentary principle (followed even in other  sue and
be sued cases) that a statute should be given
the meaning suggested by the  natural import of
its terms, Bankers Trust, supra, at 304.
                      III
  Finally, the Court argues that a jurisdictional
reading of the Red Cross Charter is required by
the canon of construction that an amendment to a
statute ordinarily should not be read as having
no effect.  Ante, at 16.  The original  sue and be
sued clause in the Red Cross charter did not
contain the phrase  State or Federal, and the
Court argues that its reading"which gives deci-
sive weight to that addition"is therefore strong-
ly to be preferred.  Ibid.  I do not agree.  Even if
it were the case that my reading of the clause
rendered this phrase superfluous, I would consid-
er that a small price to pay for adhering to the
competing (and more important) canon that statu-
tory language should be construed in accordance
with its ordinary meaning.  And it would seem par-
ticularly appropriate to run the risk of surplus-
age here, since the amendment in question was one
of a number of technical changes in a comprehen-
sive revision.  Ch. 50, 3, 61 Stat. 80, 81 (1947).
  But in any event, a natural-meaning construc-
tion of the  sue and be sued clause does not
render the 1947 amendment superfluous.  The addi-
tion of the words  State or Federal eliminates
the possibility that the language  courts of law
and equity within the jurisdiction of the United
States that was contained in the original char-
ter, see ch. 23, 2, 33 Stat. 600 (emphasis added),
might be read to limit the grant of capacity to sue
to federal court.  State courts are not within the
 jurisdiction of the United States unless  juris-
diction is taken in the relatively rare sense of
referring to territory rather than power.  The
addition of the words  State or Federal removes
this ambiguity.
  The Court rejects this argument on the ground
that there is  no evidence of such an intent,
ante, at 16, n. 15.  The best answer to that asser-
tion is that it is irrelevant: To satisfy the canon
the Court has invoked, it is enough that there be
a reasonable construction of the old and amended
statutes that would explain why the amendment is
not superfluous.  Another answer to the assertion
is that it is wrong.  As the Court notes elsewhere
in its opinion, ante, at 14, n. 13, one of the only
comments made by a member of Congress on this
amendment was Senator George's statement, during
the hearings, that the purpose of the provision
was to confirm the Red Cross's capacity to sue in
state court.  See Hearings on S. 591 before the
Senate Committee on Foreign Relations, 80th
Cong., 1st Sess., 11 (1947).
                 *     *     *
  Because the Red Cross charter contains no
language suggesting a grant of jurisdiction, I
conclude that it grants only the capacity to  sue
or be sued in a state or federal court of appro-
priate jurisdiction.  In light of this conclusion, I
find it unnecessary to reach the constitutional
question addressed in Part V of the Court's opin-
ion.  I would affirm the judgment of the Court of
Appeals.


