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NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports.  Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
ington, D.C. 20543, of any typographical or other formal errors, in order that
corrections may be made before the preliminary print goes to press.
SUPREME COURT OF THE UNITED STATES
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No. 91-594
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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 Souter delivered the opinion of the Court.
  The charter of the American National Red Cross autho-
rizes the organization -to sue and be sued in courts of law
and equity, State or Federal, within the jurisdiction of the
United States.-  33 Stat. 600, as amended, 36 U. S. C. 2.
In this case we consider whether that -sue and be sued-
provision confers original jurisdiction on federal courts over
all cases to which the Red Cross is a party, with the
consequence that the organization is thereby authorized to
removal from state to federal court of any state-law action
it is defending.  We hold that the clause does confer such
jurisdiction.
                            I
  In 1988 respondents filed a state-law tort action in a
court of the State of New Hampshire, alleging that one of
respondents had contracted AIDS from a transfusion of
contaminated blood during surgery, and naming as defen-
dants the surgeon and the manufacturer of a piece of
medical equipment used during the procedure.  After
discovering that the Red Cross had supplied the tainted
blood, respondents sued it, too, again in state court, and
moved to consolidate the two actions.  Before the state court
decided that motion, the Red Cross invoked the federal
removal statute, 28 U. S. C. 1441, to remove the latter
suit to the United States District Court for the District of
New Hampshire.  The Red Cross claimed federal jurisdic-
tion based both on the diversity of the parties and on the
-sue and be sued- provision of its charter, which it argued
conferred original federal jurisdiction over suits involving
the organization.  The District Court rejected respondents'
motion to remand the case to state court, holding that the
charter provision conferred original federal jurisdiction, see
District Court order of May 24, 1990, reprinted at App. to
Pet. for Cert. 18a-25a.
  On interlocutory appeal, the United States Court of
Appeals for the First Circuit reversed.  938 F. 2d 1494
(1991).  The Court of Appeals compared the Red Cross
charter's -sue and be sued- provision with analogous
provisions in federal corporate charters previously exam-
ined by this Court, and concluded that the relevant lan-
guage in the Red Cross charter was similar to its cognates
in the charter of the First Bank of the United States,
construed in Bank of the United States v. Deveaux, 5
Cranch 61 (1809), and in that of the federally chartered
railroad construed in Bankers Trust Co. v. Texas and
Pacific R. Co., 241 U. S. 295 (1916), in neither of which
cases did we find a grant of federal jurisdiction.  The Court
of Appeals distinguished Osborn v. Bank of the United
States, 9 Wheat. 738 (1824), where we reached the opposite
result under the charter of the second Bank of the United
States, the Court of Appeals finding it significant that the
second Bank's authorization to sue and be sued spoke of a
particular federal court and of state courts already pos-
sessed of jurisdiction.  The Court of Appeals also discounted
the Red Cross's reliance on our opinion in D'Oench, Duhme
& Co. v. Federal Deposit Ins. Corp., 315 U. S. 447 (1942),
concluding that in that case we had -not[ed] only incidental-
ly- that federal jurisdiction was based on the -sue and be
sued- clause in the FDIC's charter.  See 938 F. 2d, at
1497-1499.  The Court of Appeals found support for its
conclusion in the location of the Red Cross charter's -sue
and be sued- provision in the section -denominat[ing]
standard corporate powers,- id., at 1499, as well as in
legislative history of the amendment to the Red Cross
charter adding the current -sue and be sued- language, and
in the different form of analogous language in other federal
corporate charters enacted contemporaneously with that
amendment.  See id., at 1499-1500.
  We granted certiorari, 502 U. S. ___ (1991), to answer
this difficult and recurring question.

                           II
  Since its founding in 1881 as part of an international
effort to ameliorate soldiers' wartime suffering, the Ameri-
can Red Cross has expanded its activities to include, among
others, the civilian blood-supply services here at issue.  The
organization was reincorporated in 1893, and in 1900
received its first federal charter, which was revised in 1905.
See American National Red Cross, Report of the Advisory
Committee on Organization 4 (1946) (hereinafter Advisory
Report), reprinted at App. to Brief for Appellants in No.
90-1873 (CA1), pp. 94, 101.
  The 1905 charter empowered the Red Cross -to sue and
be sued in courts of law and equity within the jurisdiction
of the United States.-  Act of Jan. 5, 1905, ch. 23, 2, 33
Stat. 600.  At that time the provision would not have had
the jurisdictional significance of its modern counterpart,
since the law of the day held the involvement of a federally
chartered corporation sufficient to render any case one
-arising under- federal law for purposes of general statutory
federal question jurisdiction.  See Pacific R. Removal Cases,
115 U. S. 1, 14 (1885).  In 1925, however, Congress restrict-
ed the reach of this jurisdictional theory to federally
chartered corporations in which the United States owned
more than one-half of the capital stock.  Act of Feb. 13,
1925, ch. 229, 12, 43 Stat. 941; codified as amended at 28
U. S. C. 1349.  Since the effect of the 1925 law on non-
stock corporations like the Red Cross is unclear, see, e.g.,
C.H. v. American Red Cross, 684 F. Supp. 1018, 1020-1022
(ED Mo. 1987) (noting split in authority over whether
1349 applies to nonstock corporations), its enactment
invested the charter's -sue and be sued- clause with a
potential jurisdiction significance previously unknown to it.
  Its text, nevertheless, was left undisturbed for more than
twenty years further, until its current form, authorizing the
Red Cross -to sue and be sued in courts of law and equity,
State or Federal, within the jurisdiction of the United
States,- took shape with the addition of the term -State or
Federal- to the 1905 language, as part of an overall revision
of the organization's charter and by-laws, see Act of May 8,
1947, Pub. L. 80-47, 3, 61 Stat. 80, 81.  It is this language
upon which the Red Cross relies, and which the Court of
Appeals held to have conferred no federal jurisdiction.

                           III
                            A
  As indicated earlier, we do not face a clean slate.
Beginning with Chief Justice Marshall's opinion in 1809, we
have had several occasions to consider whether the -sue and
be sued- provision of a particular federal corporate charter
conferred original federal jurisdiction over cases to which
that corporation was a party, and our readings of those
provisions not only represented our best efforts at divining
congressional intent retrospectively, but have also placed
Congress on prospective notice of the language necessary
and sufficient to confer jurisdiction, see, e.g., United States
v. Merriam, 263 U. S. 179, 186 (1923) (Congress presumed
to intend judicially settled meaning of terms); Cannon v.
University of Chicago, 441 U. S. 677, 696-698 (1979)
(presuming congressional knowledge of interpretation of
similarly worded earlier statute).  Those cases therefore
require visitation with care.
  In Deveaux, we considered whether original federal
jurisdiction over suits by or against the first Bank of the
United States was conferred by its charter.  The language
in point authorized the Bank ```to sue and be sued, plead
and be impleaded, answer and be answered, defend and be
defended, in courts of record, or any other place whatsoev-
er,''' 5 Cranch, at 85.  In the opinion written by Chief
Justice Marshall, the Court held this language to confer no
federal jurisdiction, reading it as a mere grant to the Bank
of the normal corporate capacity to sue, id., at 85-86.  The
Court contrasted the charter's -sue and be sued- provision
with one authorizing the institution of certain suits against
the bank's officers -in any court of record of the United
States, or of [sic] either of them,- a provision the Court
described as -expressly authoriz[ing] the bringing of that
action in the federal or state courts,- id, at 86.  The Chief
Justice concluded that this latter provision -evince[d] 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,- ibid.
  The same issue came to us again 15 years later in
Osborn.  By this time Congress had established the second
Bank of the United States, by a charter that authorized it
-to sue and be sued, plead and be impleaded, answer and be
answered, defend and be defended, in all state courts
having competent jurisdiction, and in any circuit court of
the United States.-  Act of Apr. 10, 1816, ch. 44,  7, 3 Stat.
266, 269.  In its interpretation of this language, the Court,
again speaking through Chief Justice Marshall, relied
heavily on its Deveaux analysis, and especially on the
contrast developed there between the first Bank charter's
-sue and be sued- provision and its provision authorizing
suits against bank officers, see Osborn, 9 Wheat., at 818.
Holding that the language of the second Bank's charter
-could not be plainer by explanation,- ibid, in conferring
federal jurisdiction, the Osborn Court distinguished De-
veaux as holding 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.
  With the basic rule thus established, our next occasion to
consider the issue did not arise until Bankers Trust, nearly
a century later.  The federal charter considered in that case
authorized a railroad corporation -to sue and be sued, plead
and be impleaded, defend and be defended, in all courts
of law and equity within the United States.-  Act of Mar.
3, 1871, ch. 122,  1, 16 Stat. 573, 574.  Testing this
language against that construed in Deveaux and Osborn, we
concluded that it -d[id] not literally follow- its analogues
considered in either of the earlier cases, 241 U. S., at 304,
but held, nevertheless, that it had -the same generality and
natural import- as the clause contained in the first Bank
charter.  Thus, we followed Deveaux and found in the
failure to authorize federal court litigation expressly no
grant of federal jurisdiction, id., at 304-305.
  Last came D'Oench, Duhme, where we held that the
FDIC's charter granted original federal jurisdiction.  That
jurisdiction was not, we explained, -based on diversity of
citizenship.  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.'-  315
U. S., at 455-456 (citation and footnote omitted).  It is
perfectly true, as respondents stressed in argument, that in
an accompanying footnote we quoted without comment
another part of the same statute, providing that ```[a]ll 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: Provided, That any such suit
to which the Corporation is a party in its capacity as
receiver of a State bank and which involves only the rights
or obligations of depositors, creditors, stockholders and such
State bank under State law shall not be deemed to arise
under the laws of the United States,''' id., at 455-456,
n. 2.  The footnote did not, however, raise any doubt that
the Court held federal jurisdiction to rest on the terms of
the -sue and be sued- clause.  Quite the contrary, the
footnote's treatment naturally expressed the subordinate
importance of the provision it quoted.  While as a state
banks's receiver the FDIC might lose the benefit of the
deemer clause as a grant of federal jurisdiction, the -sue
and be sued- clause would settle the jurisdictional question
conclusively, in any case.
                            B
  These cases support the rule that a congressional
charter's -sue and be sued- provision may be read to confer
federal court jurisdiction if, but only if, it specifically
mentions the federal courts.  In Deveaux, the Court found
a -conclusive argument- against finding a jurisdictional
grant in the -sue and be sued- clause in the fact that
another provision of the same document authorized suits by
and against bank officers -in any court of record of the
United States, or of either of them . . . .-  See 5 Cranch, at
86.  In contrasting these two provisions the Deveaux Court
plainly intended to indicate the degree of specificity
required for a jurisdictional grant.  That is certainly how
the Osborn Court understood Deveaux, as it described the
latter provision as an -express grant of jurisdiction,-  9
Wheat., at 818, in contrast to the first Bank charter's -sue
and be sued- provision, which, -without mentioning the
courts of the Union,- ibid, was held merely to give the Bank
-a general capacity . . . to sue [but not] a right to sue in
those courts,- ibid.  The Osborn Court thus found a
jurisdictional grant sufficiently stated in the second Bank
charter's -sue and be sued- provision, with its express
federal reference, remarking that -[t]o infer from [Deveaux]
that words expressly conferring a right to sue in those
courts do not give the right, is surely a conclusion which the
premises do not warrant,- ibid.
  Applying the rule thus established, in Bankers Trust we
described the railroad charter's -sue and be sued- provision,
with its want of any reference to federal courts, and,
holding it up against its analogues in Deveaux and Osborn,
we found it closer to the former.  Finally, in D'Oench,
Duhme we based our finding of jurisdiction on the -sue and
be sued- provision of the FDIC charter, which mentioned
the federal courts in general, but not a particular federal
court.
  The rule established in these cases makes it clear that
the Red Cross charter's -sue and be sued- provision should
be read to confer jurisdiction.  In expressly authorizing the
organization to sue and be sued in federal courts, using
language resulting in a -sue and be sued- provision in all
relevant respects identical to one on which we based a
holding of federal jurisdiction just five years before, the
provision extends beyond a mere grant of general corporate
capacity to sue, and suffices to confer federal jurisdiction.

                           IV
  Respondents offer several arguments against this
conclusion, none of which we find availing.

                            A
  First, we can make short work of respondents' argument
that the charter's conferral of federal jurisdiction is
nevertheless subject to the requirements of the -well-
pleaded complaint- rule (that the federal question must
appear on the face of a well-pleaded complaint) limiting the
removal of cases from state to federal court.  See Brief for
Respondents 38-46.  Respondents erroneously invoke that
rule outside the realm of statutory -arising under- jurisdic-
tion, i.e., jurisdiction based on 28 U. S. C. 1331, to
jurisdiction based on a separate and independent jurisdic-
tional grant, in this case, the Red Cross charter's -sue and
be sued- provision.  The -well-pleaded complaint- rule
applies only to statutory -arising under- cases, see
Verlinden B.V. v. Central Bank of Nigeria, 461 U. S. 480,
494 (1983); see also 13B Wright, Miller & Cooper, Federal
Practice and Procedure 3566, pp. 82-83 (2d ed. 1984);
Chemerinsky & Kramer, Defining the Role of the Federal
Courts, 1990 B. Y. U. L. Rev. 67, 75, n. 17; it has no
applicability here.
                            B
  Respondents also claim that language used in congres-
sional charters enacted closely in time to the 1947 amend-
ment casts doubt on congressional intent thereby to confer
federal jurisdiction over cases involving the Red Cross.
Respondents argue that the 1948 amendment to the charter
of the Commodity Credit Corporation (CCC), the 1947
amendment to the charter of the Federal Crop Insurance
Corporation (FCIC), and the 1935 amendment to the FDIC's
charter, each of which includes explicit grants of federal
jurisdiction, together demonstrate -a practice of using clear
and explicit language to confer federal jurisdiction over
corporations [Congress] had created.-  Brief for Respondents
27.
  The argument does not hold up.  The CCC amendment is
irrelevant to this enquiry, as it conferred exclusive, rather
than concurrent, federal jurisdiction, see Act of June 29,
1948, ch. 704, 4, 62 Stat. 1070.  There is every reason to
expect Congress to take great care in its use of explicit
language when it wishes to confer exclusive jurisdiction,
given our longstanding requirement to that effect.  Its
employment of explicitly jurisdictional language in the
CCC's case thus raises no suggestion that its more laconic
Red Cross amendment was not meant to confer concurrent
federal jurisdiction.
  Nor do the other two enactments support respondents'
argument.  The statutes were passed twelve years apart
and employed verbally and doctrinally distinct formulations.
Compare Banking Act of 1935, ch. 614, 101, 49 Stat. 684,
692 (providing that suits involving FDIC -shall be deemed
to arise under the laws of the United States-) with Act of
Aug. 1, 1947, ch. 440, 7, 61 Stat. 719 (providing that FCIC
-may sue and be sued in its corporate name in any court of
record of a State having general jurisdiction, or in any
United States district court, and [that] jurisdiction is hereby
conferred upon such district court to determine such
controversies without regard to the amount in controver-
sy-).  These differences are not merely semantic: the
jurisdictional effect of the FDIC's provision depends on the
28 U. S. C. 1331 grant of general federal question jurisdic-
tion, while the FCIC's provision functions independently of
1331.  These differences of both form and substance belie
respondents' claim of a coherent drafting pattern against
which to judge the ostensible intent behind the Red Cross
amendment.
  If, indeed, respondents' argument could claim any
plausibility, it would have to be at the cost of ignoring the
1942 D'Oench, Duhme opinion citing the FDIC charter's
-sue and be sued- provision as the source of federal jurisdic-
tion in that case, see 315 U. S., at 455.  If the -sue and be
sued- clause is sufficient for federal jurisdiction when it
occurs in the same charter with the language respondents
claim to be at odds with its jurisdictional significance, it is
certainly sufficient standing alone.  In any event, the fact
that our opinion in D'Oench, Duhme was handed down
before the 1947 amendment to the Red Cross charter
indicates that Congress may well have relied on that
holding to infer that amendment of the Red Cross charter's
-sue and be sued- provision to make it identical to the
FDIC's would suffice to confer federal jurisdiction, see, e.g.,
Cannon, supra, 441 U. S., 696-697.  Congress was, in any
event, entitled to draw the inference.

                            C
  Respondents would have us look behind the statute to
find quite a different purpose when they argue that the
1947 amendment may have been meant not to confer
jurisdiction, but to clarify the Red Cross's capacity to sue in
federal courts where an independent jurisdictional basis
exists.  See Brief for Respondents 23-27.  The suggestion is
that Congress may have thought such a clarification
necessary after passage of the 1925 statute generally
bringing an end to federal incorporation as a jurisdictional
basis.  See 28 U. S. C. 1349.  But this suggestion
misconstrues 1349 as somehow affecting a federally
chartered corporation's capacity to sue, when by its own
terms it speaks only to jurisdiction.  If, then, respondents
are correct that the enactment of 1349 motivated the 1947
amendment, that motivation cuts against them, given that
1349 affected only jurisdiction.
  The legislative history of the 1947 amendment cuts
against them, as well, to the extent it points in any direc-
tion.  Congress's revision of the charter was prompted by,
and followed, the recommendations of a private advisory
committee of the Red Cross.  See H. R. Rep. No. 337, 80th
Cong., 1st Sess., 6 (1947) (-[The 1947 amendment] was
drafted as the result of recommendations made by [the
Advisory committee] . . . .  [They] incorporat[e] the recom-
mendations of th[at] advisory committee . . . .-); S. Rep.
No. 38, 80th Cong., 1st Sess., 1 (1947) (-The present legisla-
tion incorporates, in the main, the recommendations of the
[A]dvisory committee-).  The Advisory Report had recom-
mended that -[t]he charter should make it clear that the
Red Cross can sue and be sued in the Federal Courts,-
reasoning that -[t]he Red Cross has in several instances
sued in the Federal Courts, and its powers in this respect
have not been questioned.  However, in view of the limited
nature of the jurisdiction of the Federal Courts, it seems
desirable that this right be clearly stated in the Charter.-
Advisory Report 35-36, reprinted at App. to Brief for
Appellants in No. 90-1873 (CA1), pp. 132-133.
  The Advisory Report's explicit concern with the limited
jurisdiction of the federal courts indicates that the recom-
mended change, which prompted the amendment to the
-sue and be sued- provision, spoke to jurisdiction rather
than capacity to sue.  Against this, respondents argue only
that the Advisory Report's use of the words -can- and
-power- indicate concern with the latter, not the former.
See Brief for Respondents 25.  This is fine parsing, too fine
to overcome the overall jurisdictional thrust of the Report's
recommendation.
  In a final look toward the text, respondents speculate
that the 1947 amendment can be explained as an attempt
to clarify the Red Cross's capacity to enter the federal
courts under their diversity jurisdiction.  See Brief for
Respondents 25-26, 29.  The argument turns on the theory
that federally chartered corporations are not citizens of any
particular State, and thus may not avail themselves of
diversity jurisdiction, see id., at 26 (quoting Walton v.
Howard University, 683 F. Supp. 826, 829 (DC 1987)).
Respondents completely fail, however, to explain how the
addition of the words -State or Federal- to the -sue and be
sued- provision might address this claimed jurisdictional
problem.  Indeed, the 1947 amendment, by specifying the
particular courts open to the Red Cross, as opposed to the
Red Cross's status as a party, seems particularly ill-
suited to rectifying an asserted party-based jurisdictional
deficiency.
  Perhaps most obviously, respondents' argument violates
the ordinary sense of the language used, as well as some
basic canons of statutory construction.  The 1905 charter,
authorizing the Red Cross -to sue and be sued in courts of
law and equity within the jurisdiction of the United States,-
simply cannot be read as failing to empower the Red Cross
to sue in federal courts having jurisdiction.  That fact, when
combined with the Advisory Report's justification of the
1947 amendment by reference to federal courts' limited
jurisdiction, see supra, leaves it extremely doubtful that
capacity to sue simpliciter motivated that amendment.
Indeed, the Red Cross's clear preamendment capacity to sue
in federal courts calls into play the canon of statutory
construction requiring a change in language to be read, if
possible, to have some effect, see, e.g., Brewster v. Gage,
280 U. S. 327, 337 (1930); 2A N. Singer, Sutherland
Statutory Construction  46.06 (5th ed. 1992), a rule which
here tugs hard toward a jurisdictional reading of the 1947
amendment.

                            V
  Our holding leaves the jurisdiction of the federal courts
well within Article III's limits.  As long ago as Osborn, this
Court held that Article III's -arising under- jurisdiction is
broad enough to authorize Congress to confer federal court
jurisdiction over actions involving federally chartered
corporations, see 9 Wheat., at 823-828.  We have consis-
tently reaffirmed the breadth of that holding.  See Pacific
R. Removal Cases, 115 U. S., at 11-14; In re Dunn, 212 U.
S. 374, 383-384 (1909); Bankers Trust, 241 U. S., at
305-306; Puerto Rico v. Russell & Co., 288 U. S. 476, 485
(1933); Verlinden, 461 U. S., at 492 (1983).  We would be
loathe to repudiate such a longstanding and settled rule, on
which Congress has surely been entitled to rely, cf. Pennsyl-
vania v. Union Gas Co., 491 U. S. 1, 34-35 (1989) (Scalia,
J., concurring in part and dissenting in part), and this case
gives us no reason to contemplate overruling it.

                           VI
  The judgment of the Court of Appeals is reversed, and the
case is remanded for proceedings consistent with this
opinion.