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CHAPTER CXCVIII.

SERVICE OF PROCESS ON FOREIGN CORPORATIONS. SECTION

SECTION 8019. What statutes relating to ser. 8032. Not necessary that agent should vice of process include for

reside continuously within eign corporations.

the State. 8020. Service upon corporations cre- 8033. Agent must be representing ated by the concurrent action

corporation as matter of fact. of two or more States.

8034. Service upon sub-corporations 8021. Statutory modes of acquiring

organized by the foreign corjurisdiction exclusive.

poration to carry on its busi8022. State statutes providing this

ness in the domestic State. mode of service applicable in 8035. Service upon a director. the Federal courts.

8036. Service upon the "principal 8023. Conditions of Federal jurisdic.

officer." tion in actions against non- 8037. Service

upon “managing resident corporations.

agent.” 8024. Validity of statutes providing 8038. Service upon any agent by for service of process upon

whom the corporation does any officer or agent.

its business in the domestic 8025. Where foreign corporation has

State. appointed an agent to receive 8039. Service upon any person doing service under the local stat

business for the corporation. ute.

8040. Agency expired, but business 8026. Proof of appointment of such

not wound up. an agent.

8041. Service upon stockholders. 8027. Where it has appointed a State 8042. Alternative service. officer as such agent.

8043. Service upon vice-president. 8028, Judgments against foreign cor- 8044. Service upon mere clerk.

porations founded on process 8045. Service upon receivers.
served upon agents appointed 8046. Where a railroad company has
under statutes to receive ser-

leased its road to another vice of process, good every

company. where.

8047. Service upon the agent who is 8029. Service on agent with whom

himself plaintiff in the acthe contract was made.

tion. 8030. Service upon officer or agent

8048. Evidence of service of process. casually within the State. 8049. Construction of particular stat8031. Doctrine not applicable to

utes relating to service of proagents appointed to do busi

cess on foreign corporations. for the corporation 8050. Notice by publication in lieu of within the State.

personal service.

ness

§ 8019. What Statutes Relating to Service of Process Include Foreign Corporations. — Statutes providing, in the broadest terms, a mode of serving process upon any corporation,"or upon any unincorporated company,"are properly construed as including foreign as well as domestic corporations.' On the contrary, the statute of Michigan, in force as late as 1871, providing for service of process on various named corporations through their officers, has been held to apply only

i Société Fonciere v. Milliken, 135 company found in the county, at least U.S. 304. This was the construction five days before the trial, if suit be of a statute of Nebraska (Neb. Civ. brought before a justice of the peace, Code, 9 912) relating to service of pro- and at least ten days when suit is cess on corporations generally: Chi- brought in the Circuit Court.” Scates cago &c. R. Co. v. Manning, 23 Neb. Ill. Stat. 243. It has been held that 552; 8. c. 35 Am, & Eng. Rail. Cas. this statute extends to foreign corpo618; 37 N. W. Rep. 462. So, the orig- rations; so that the following return inal provisions of the code of Tennes- of service was good : “Executed the see (Thomp. & Steg. Stat. Tenn., 1871, within writ by delivering a true copy 89 2831-2834), providing for service of of the same to J. R. Booth, agent, and process on corporations generally, ex- J. W. Dexter, conductor, of said Mintend to foreign as well as to domestic eral Point Railroad Company, this corporations; and the later statute 2d day of February, 1857, the presiof that State, entitled “An Act to dent of said company not residing in Subject Foreign Corporations to Suit this State.” The court said: “It is in this State" (Tenn. Acts 1887, a convenient way provided to get serp. 386), was designed merely to pro- vice upon them, so as to subject their vide for a service upon such corpora- property to their contracts, and it is a tions as engaged in business in the

proper consequence of the provisions State without having an office and a of this act that they should be deemed resident agent therein. Telephone found wherever one of their officers or Co. v. Turner, 88 Tenn. 265. Followed agents, such as specified in the act, in Kansas City &c. R. Co. v. Daugh- may happen to be." Mineral Point try, 138 U. S. 298, 304. A statute of R. Co. v. Keep, 22 Ill. 9; 8. c. 74 Am. Illinois recited: “ In all cases where Dec. 124; reaffirmed in Hannibal &c. suit has been or may hereafter be R. Co. v. Crane, 102 Ill. 249, 254; 8. C. brought against any incorporated 40 Am. Rep. 581, - where it was said company, process shall be served upon that the one object of the statute was the president of such company, if he to embrace corporations having propreside in the county in which suit is erty in Illinois and their offices and brought, and if such president be ab- places of business in other States. In sent from the county, or does not Peoria Ins. Co. v. Warner, 28 Ill. 429, reside in the county, then the sum- 433, it was said that the statute was mons shall be served by the proper remedial in its character, and ought officer by leaving a copy thereof with to receive the most liberal interpretaany clerk, cashier, secretary, engi- tion, neer, conductor, or any agent of such

to domestic corporations, for the reason that it could not be made to apply to foreign corporations without the interpolation of various clauses and qualifications;' and accordingly statutes having special reference to service of process on foreign corporations were subsequently enacted in that State.? These statutes failed to provide for the service of the writ of garnishment on foreign corporations, though there was such a provision in respect of domestic corporations; consequently a foreign corporation was not subject to garnishment in that State,“ until the legislature again supplied the casus omissus.

§ 8020. Service upon Corporations Created by the Concurrent Action of Two or More States. — Where corporations are created by the concurrent action of two or more States, they are domestic corporations within each State, and a service of process upon such corporations, in the manner provided for service upon domestic corporations, will be good, and will give jurisdiction to proceed to judgment.

1 People v. Judge of Wayne Circuit, on foreign corporations, under Ohio 24 Mich. 38.

Code, 99 66-68, — see Wheeling &c. * See Mich. Pub. Acts 1881, no. 256; Transp. Co. v. Baltimore &c. R. Co., Hebel v. Amazon Ins. Co., 33 Mich. 1 Cinc. (Ohio) 311. That the Mary400; Lake Shore &c. R. Co. v. Hunt, land statute authorizing service of 39 Mich. 469. In the Pennsylvania process upon any agent of a foreign Common Pleas, service of a writ of corporation doing business in that foreign attachment on a domestic cor- State (Md. Act 1868, ch, 471, $ 211), poration, was stricken off by the court does not apply to foreign insurance after the appearance; because the ser- companies licensed to do business in vice, though made in compliance with that State, the provisions of another the statute regulating service on for- statute (Md. Act 1878, ch. 106, $ 30), eign corporations, was not made in being in this regard special and exconformity with the statute respecting clusive, see Oland v. Agricultural corporations. Silva v. Greenwald, 2 Ins. Co., 69 Md. 248; 8. c. 14 Atl. Rep. Pa. County Ct. 131. That service of 12 Cent. Rep. 881. process upon a domestic corporation • How. Stat. Mich., $ 886. must be upon an officer thereof, Pa. • Milwaukee Bridge &c. Works v. Act April 8, 1851 (P. L. 354), author- Brevoort, 73 Mich. 155; 8. C. 41 N. W. izing service upon its agent, having Rep. 215. reference only to foreign corporations, Mich. Laws 1889, no. 266.

see Williams v. Delaware &c. R. Co. 6 Re St. Paul &c. R. Co., 36 Minn. (Pa. C. P.), 28 W. N. C. 282. As to 85; 8. C. 30 N. W. Rep. 432. See, in the requisites of service of process affirmation of this principle, ante,

669;

5

§ 8021. Statutory Modes of Acquiring Jurisdiction Exclusive. — The earlier reasoning of the courts was that, as a corporation could not migrate, it could not be served with summons in an action in personam outside of the State of its creation, in the absence of a statute expressly authorizing this mode of service. The theory was that, at common law, an action did not lie against a foreign corporation in personam, founded upon notice by summons, because of its non-residence; and consequently that the only mode of service, in an action in personam against such a body, must be supplied by the legislature. The same conclusion was also reached on the larger theory that “all exceptional methods of obtaining jurisdiction over persons, natural or artificial, not found within the State, must be confined to the cases and exercised in the way precisely indicated by statute.” When, therefore, the legislature provided a mode of acquiring jurisdiction over foreign corporations, that mode was necessarily exclusive. For example, where the legislature provided for a service of process by publication in such a case, that mode alone could be pursued," and a service of summons upon the president or managing agent of such a corporation within the State was a nullity.' We have seen that the supposed principle of the common law upon which this doctrine rests is now discarded,' and that, independently of statutes, the principle is now recognized

$ 8012; Baltimore &c. R. Co. o. Gallabue, 12 Gratt. (Va.) 655; 8. C. 65 Am. Dec. 254; Railroad Co. v. Harris, 12 Wall. (U. S.) 65. In Virginia, if its principal office is situated outside of the State in which the action is brought, service may be had under the statute upon the subordinate officer or agent named therein. Bal. timore &c. R. Co. 0. Gallahue, 12 Gratt. (Va.) 655; 8. C. 65 Am. Dec. 254. That an interstate railroad company chartered by Congress, such as the Union Pacific Railroad Company, is therefore properly deemed a domestic corporation, for the purposes of jurisdiction, by the courts of any

Territory within which its road lies: Losee v. McCarty, 5 Utah, 528; 8. C. 17 Pac. Rep. 452.

1 Sullivan v. La Orosse &c. Co., 10 Minn. 386.

Hartford Fire Ins. Co. v. Owen, 30 Mich. 441, 443.

Colorado Iron Works o. Sierra Grande Min. Co., 15 Colo. 499, 511; 8. c. 22 Am. St. Rep. 433; 25 Pac. Rep. 325; 9 Rail. & Corp. L. J. 113; ante, $ 7503,

• Broome Ø. Galena &c. Co., 9 Minn. 239.

• Sullivan v. La Crosse &c. Co., 10 Minn. 386.

Ante, $ 7993, et seq.

that a corporation can migrate in such a sense as to acquire a residence in another State, for the purpose of jurisdiction as well as taxation. But the principle remains that where there is a statute pointing out, in explicit terms, the mode of service of process in actions against foreign corporations, it must be followed, and a judgment founded upon another kind of service will be invalid. If, therefore, in pursuance of a domestic statute, a foreign corporation has appointed, within the county, an attorney, and empowered him to receive service of process in actions against it, unless process is so served, the court is without jurisdiction to proceed to judgment. So, where there is a special statutory provision for the service of process on corporations relating to actions before justices of the peace, that statute must be followed, and not the provisions of the gen. eral statute, and unless it is followed the judgment will be invalid.' So, also, if there is a special statute relating to service of process upon foreign corporations, that will control the provisions of the statutes relating to the service of process generally; and service should be had in conformity with the special statute. For the same reason, unless the statute relating to process against foreign insurance companies doing business within the State, points in clear terms to the conclu. sion that it was intended to be applicable to actions before justices of the peace, it will be construed as confined to actions in courts of record. Nor are the provisions of such statute extended by construction. When, therefore, the statute provided that “railway corporations, .... the owners of cars, , including car companies, and companies, operating the same, in any county through which the . road passes," may be served with process, etc.,- it was held to apply to transportation companies only, and not to companies exploiting a patent for an air-brake upon railway cars.

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Ante, $ 7994. * Thayer v. Tyler, 10 Gray (Mass.), 164.

• Farmers' &c. Co. v. Warring, 20 Wis. 290.

• Guernsey u. American Ins. Co., 13 Minn, 278.

• Hartford Ins. Co. . Owen, 30 Mich. 441.

& Iowa Code, 2582.

? Carpenter v. Westinghouse AirBrake Co., 32 Fed. Rep. 434. That the provisions of New York Laws 1846, ch. 195, 88, that a certain for

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