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requires that their liabilities should also be enforced, and that citizens should not be sent to a foreign jurisdiction in request of redress for injuries committed within the State. The difficulties as to the service of process, the court regarded as entirely similar to those arising in the case of a non-resident individual, and considered that in either case, when service can be made or when the person or corporation appears or submits to the jurisdiction, there could be no objection to the authority of the court to proceed.' § 184.

Same

When Foreign Company is Admitted by Special Statute.-Nor does it make any difference as to the liability of the foreign corporation to suit that it comes into the jurisdiction under an express legislative sanction instead of under the comity of States, in the absence of any provision of the statute admitting it, regulating the manner in which it is to be sued."

§ 185. Consolidated Companies.-As we shall see in a subsequent chapter, it is entirely competent for the same set of individuals to enjoy the franchise of incorporation, at the same time, under distinct charters from two or more different States. This sometimes results from the authorized consolidation of two or more companies, already in existence under the laws of their respective States, or from

1 Libbey v. Hodgdon, 9 N. H. 394. See dictum which aptly expresses the same doctrine in North Missouri R. Co. v. Akers, 4 Kans. 453, 469. See also Bushel v. Commonwealth Ins. Co., 15 Serg. & R. 173; Baltimore, etc. R. Co. v. Wightman, 29 Gratt. 431; Day v. Essex County Bank, 13 Vt. 97; New Orleans, etc. R. Co. v. Wallace, 50 Miss. 244; City F. Ins. Co. v. Carrugi, 41 Ga. 660, 670; National Cond. Milk Co. v. Brandenburgh, 40 N. J. L. 112; St. Louis Perpetual Ins. Co. v. Cohen, 9 Mo. 421. Compare Cromwell v. Charleston Ins. Co., 2 Rich. L. 512. 2 Railroad Company v. Harris, 12 Wall. 65, 81.

the grant by different States of the corporate franchise to the same individuals, or from the legislative adoption by one State of a corporation already organized under the laws of another.' In either case the effect is the same, and the resulting corporation becomes a domestic company of each sovereignty from which it derives its corporate character,2 and it follows that such corporation is liable to be sued in each State in same way, and by the same service of process, as other domestic companies in that particular jurisdiction.' But it seems that such company can abandon and surrender its franchise in one of such States, and, that in that event, it again becomes a foreign company there. Thus, where a railroad corporation organized under a Maryland statute obtained a special act of incorporation by the legislature of Delaware, for the purpose of extending its road into that State, but subsequently abandoned the design and did nothing under the act, it was held not to be a corporation of Delaware and not exempt, in that State, from the writ of attachment against foreign corporations.*

§ 186. Foreign Unincorporated Joint-stock Companies.—Where the statute, under which a foreign unincorporated joint-stock company was formed, provided that such companies, of seven or more members, might have such officers as are usual in corporations; that the interest of the members in the capital should be divided into shares and transferable like shares in a corporation; that they might

1 Post, Ch. X.

2 Post, Ch. X.

3 Baltimore, etc. R. Co. v. Gallahue, 12 Gratt. 655; Railroad Co. v. Harris, 12 Wall. 65.

Philadelphia, etc. R. Co. v. Kent County R. Co., 5 Houst. 127.

be sued under the name of the president or treasurer and judgment rendered against them in the name of the company, and that until execution on such a judgment was returned unsatisfied no suit could be maintained on the demand against the individual members, the court held that such provisions, as to the liability of members, related purely to matters of procedure for the recovery of debts, and that, on the principle that each State adopts its own forms of legal remedy, such provisions could not be enforced within that jurisdiction, but that the members would there be held liable, for a debt of the company, as partners.'

Taft v. Ward, 106 Mass. 518.

ARTICLE III.-ACTIONS AGAINST FOREIGN COMPANIES UNDER THE STATUTE.

Subdivision 1.-NATURE And Extent OF THE JURISDICTION.

SECTION.

189. Statutory Provision for Service of Process.

190. Jurisdiction, so Acquired, is Complete.

191. Foreign Company not Domesticated by the Provision for Service. 192. Courts of Inferior Jurisdiction.

193. Successor of Foreign Corporation.

§ 189. Statutory Provision for Service of Process. -But even in those States in which the liability of foreign corporations to suit is admitted, the prac tical difficulties, in the way of obtaining service of process, are very considerable; and the manifest inconvenience, not to say injustice, of permitting foreign companies to do business within the State without providing a ready means of service of process upon them, for the benefit of those citizens who may have dealings with them has led to the enactment in many, if not in all, of the States, of laws specifying the manner in which process may be served upon foreign companies, and making a compliance with their terms a condition upon which such corporations are permitted to do business in the State. And when a foreign company avails

1 Ante, § 59. Such statutes are not unconstitutional as denying the company "equal protection of the laws." Shafer Iron Co. v. Leon Circuit Judge, 88 Mich. 464, 50 N. W. Rep. 389.

See also ante, § 34.

itself of the privilege of doing business in a State, under laws which authorize it to be sued there, by service of process upon its agent, it has been held that its assent to that mode of service will be implied.'

§ 190. Jurisdiction, so Acquired, is Complete.— Where the statutory provision for the service of process upon foreign corporations is made a condition upon which they are permitted to do business, their coming into the State is a voluntary submission to its terms. Service in accordance with the statute will vest the court with as complete and perfect jurisdiction as in the case of persons, natural or artificial residing within the territory." It may render a judgment in personam. Upon failure of the defendant to appear, it may render a judgment by default. The jurisdiction so acquired is not limited to causes of action arising within the State, but extends to all transitory actions. And such a judgment will be recognized as valid, and receive

3

1 Merchants' Mfg. Co. v. Grand Trunk Ry. Co., 13 Fed. Rep. 358; City Fire Ins. Co. v. Carrugi, 41 Ga. 660, 670; Lafayette Ins. Co. v. French, 18 How. 404; Van Dresser v. Oregon Ry. & Nav. Co., 48 Fed. Rep. 202. See also Gibbs v. Queen Ins. Co., 63 N. Y. 114.

2 Ex parte Schollenberger, 96 U. S. 369; Lafayette Ins. Co. v. French, 18 How. 404; National Condensed Milk Co. v. Brandenburgh, 40 N. J. L. 111; Moulin v. Insurance Co., 24 N. J. L. 222, 25 N. J. L. 57.

3 Wilson v. Martin-Wilson Fire Alarm Co., 149 Mass. 24, 20 N. E. Rep. 318; Barnett v. Chicago, etc. R. Co., 4 Hun, 114; Gillespie v. Commercial Mut. M. Ins. Co., 12 Gray, 201; Gibbs v. Queen Ins. Co., 63 N. Y. 114; McNichol v. U. S. Mercantile Agency, 74 Mo. 457. See also National Bank v. Huntington, 129 Mass. 444. Contra: Hurlbert v. Hope Mut. Ins. Co., 4 How. Pr. 275; Brewster v. Michigan Central R. Co., 5 How. Pr. 183; Bates v. New Orleans, etc., 4 Abb. Pr. 72; s. c., 13 How. Pr. 516.

4 Walker v. Continental Ins. Co., 2 Utah, 331; National Cond. Milk Co. v. Brandenburgh, 40 N. J. L. 111.

5 Mohr, etc. Distilling Co. v. Insurance Cos., 12 Fed. Rep. 474.

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