CHAPTER CXCVIII. SERVICE OF PROCESS ON FOREIGN CORPORATIONS. SECTION 8022. State statutes providing this 8023. Conditions of Federal jurisdiction in actions against nonresident corporations. SECTION 8032. Not necessary that agent should 8033. Agent must be representing officer." 8037. Service upon agent." 66 principal "managing 8024. Validity of statutes providing 8038. Service upon any agent by for service of process upon 8025. Where foreign corporation has appointed an agent to receive 8026. Proof of appointment of such 8027. Where it has appointed a State officer as such agent. 8029. Service on agent with whom whom the corporation does its business in the domestic State. 8039. Service upon any person doing 8041. Service upon stockholders. 8047. Service upon the agent who is 8048. Evidence of service of process. 8049. Construction of particular statutes relating to service of process on foreign corporations. 8031. Doctrine not applicable to agents appointed to do business for the corporation 8050. Notice by publication in lieu of within the State. personal service. § 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.1 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 1 Société Fonciere v. Milliken, 135 U. S. 304. This was the construction of a statute of Nebraska (Neb. Civ. Code, § 912) relating to service of process on corporations generally: Chicago &c. R. Co. v. Manning, 23 Neb. 552; 8. c. 35 Am. & Eng. Rail. Cas. 618; 37 N. W. Rep. 462. So, the original provisions of the code of Tennessee (Thomp. & Steg. Stat. Tenn., 1871, §§ 2831-2834), providing for service of process on corporations generally, extend to foreign as well as to domestic corporations; and the later statute of that State, entitled "An Act to Subject Foreign Corporations to Suit in this State" (Tenn. Acts 1887, p. 386), was designed merely to provide for a service upon such corporations as engaged in business in the State without having an office and a resident agent therein. Telephone Co. v. Turner, 88 Tenn. 265. Followed in Kansas City &c. R. Co. v. Daughtry, 138 U. S. 298, 304. A statute of Illinois recited: "In all cases where suit has been or may hereafter be brought against any incorporated company, process shall be served upon the president of such company, if he reside in the county in which suit is brought, and if such president be absent from the county, or does not reside in the county, then the summons shall be served by the proper officer by leaving a copy thereof with any clerk, cashier, secretary, engineer, conductor, or any agent of such company found in the county, at least five days before the trial, if suit be brought before a justice of the peace, and at least ten days when suit is brought in the Circuit Court." Scates Ill. Stat. 243. It has been held that this statute extends to foreign corporations; so that the following return of service was good: "Executed the within writ by delivering a true copy of the same to J. R. Booth, agent, and J. W. Dexter, conductor, of said Mineral Point Railroad Company, this 2d day of February, 1857, the president of said company not residing in this State." The court said: "It is a convenient way provided to get service upon them, so as to subject their property to their contracts, and it is a proper consequence of the provisions of this act that they should be deemed found wherever one of their officers or agents, such as specified in the act, may happen to be." Mineral Point R. Co. v. Keep, 22 Ill. 9; s. c. 74 Am. Dec. 124; reaffirmed in Hannibal &c. R. Co. v. Crane, 102 Ill. 249, 254; s. c. 40 Am. Rep. 581,- where it was said that the one object of the statute was to embrace corporations having property in Illinois and their offices and places of business in other States. In Peoria Ins. Co. v. Warner, 28 Ill. 429, 433, it was said that the statute was remedial in its character, and ought to receive the most liberal interpretation. 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.5 § 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, 24 Mich. 38. 2 * See Mich. Pub. Acts 1881, no. 256; Hebel v. Amazon Ins. Co., 33 Mich. 400; Lake Shore &c. R. Co. v. Hunt, 39 Mich. 469. In the Pennsylvania Common Pleas, service of a writ of foreign attachment on a domestic corporation, was stricken off by the court after the appearance; because the service, though made in compliance with the statute regulating service on foreign corporations, was not made in conformity with the statute respecting corporations. Silva v. Greenwald, 2 Pa. County Ct. 131. That service of process upon a domestic corporation must be upon an officer thereof, Pa. Act April 8, 1851 (P. L. 354), authorizing service upon its agent, having reference only to foreign corporations, -see Williams v. Delaware &c. R. Co. (Pa. C. P.), 28 W. N. C. 282. As to the requisites of service of process on foreign corporations, under Ohio Code, 66-68, see Wheeling &c. Transp. Co. v. Baltimore &c. R. Co., 1 Cinc. (Ohio) 311. That the Maryland statute authorizing service of process upon any agent of a foreign corporation doing business in that State (Md. Act 1868, ch. 471, § 211), does not apply to foreign insurance companies licensed to do business in that State, the provisions of another statute (Md. Act 1878, ch. 106, § 30), being in this regard special and exclusive, see Oland v. Agricultural Ins. Co., 69 Md. 248; s. c. 14 Atl. Rep. 669; 12 Cent. Rep. 881. How. Stat. Mich., § 886. Milwaukee Bridge &c. Works v. Brevoort, 73 Mich. 155; 8. c. 41 N. W. Rep. 215. 5 Mich. Laws 1889, no. 266. Re St. Paul &c. R. Co., 36 Minn. 85; s. c. 30 N. W. Rep. 432. See, in affirmation of this principle, ante, § 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.3 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. v. Gallahue, 12 Gratt. (Va.) 655; s. 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. Baltimore &c. R. Co. v. Gallahue, 12 Gratt. (Va.) 655; s. 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; s. c. 17 Pac. Rep. 452. 1 Sullivan v. La Crosse &c. Co., 10 Minn. 386. Hartford Fire Ins. Co. v. Owen, 30 Mich. 441, 443. Colorado Iron Works v. 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 . Galena &c. Co., 9 Minn. 239. 'Sullivan v. La Crosse &c. Co., 10 Minn. 386. 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.1 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 general 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 conclusion 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, road passes," operating the same, in any county through which the 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.' 1 Ante, § 7994. • Thayer v. Tyler, 10 Gray (Mass.), 164. 'Farmers' &c. Co. v. Warring, 20 Wis. 290. Guernsey v. American Ins. Co., 13 Minn. 278. Hartford Ins. Co. . Owen, 30 Mich. 441. • Iowa Code, § 2582. 1 Carpenter v. Westinghouse AirBrake Co., 32 Fed. Rep. 434. That the provisions of New York Laws 1846, ch. 195, § 8, that a certain for |