process on domestic companies, and it is held that while the latter may be served upon any agent of a domestic company, garnishment must be served upon the president. The reason is that garnishment operates immediately; any payment after service is illegal, and it would be grossly unfair to hold the company bound to take notice immediately, and act at its peril, on notice to a mere agent, at, perhaps, some remote point from its principal place of business. In some points of view this reasoning would seem to be equally applicable to the case of a foreign corporation, but that question does not seem to have arisen. A distinction would probably be made on the ground that the foreign company, in coming into the jurisdiction to do business, at a distance from its home office, must assume whatever risk there may be of delay by its agent, in transmitting notice of process which is served on him. Under the Michigan statute providing that service may be upon any officer or agent of the corporation, whether he is in the State on the business of the company or not,' it was held that valid service could be made on a resident agent of a foreign mining company, whether whose duty it was to act as custodian of the property of the company and inspect the mines whether he had any other duty or not.

§ 267. Answer of Foreign Company as Garnishee.— Under a provision of the Michigan statute that, in garnishment proceedings against a corporation, it shall be the duty of the officer served, or of the proper officer of the corporation having knowledge of the facts, to appear and answer, etc., it was held

1 Clark v. Chapman, 45 Ga. 486.

2 Howell's Stat. Mich. § 8086; amended by Acts 1889, No. 266. 3 Shafer Iron Co. v. Stone, 88 Mich. 464, 50 N. W. Rep. 389.

that appearance of the general agent of a foreign corporation, authorized to receive service of process and his answer and disclosures in behalf of the company, is sufficient, and that judgment by the justice against the company as being in default after such answer was error; that the fact that the agent did not have personal knowledge of all the facts stated by him in his disclosure was immaterial.' But where the agent to receive service of process was, under the statute, the State Superintendent of Insurance, it was held that the resident agent of the company might nevertheless make affidavit to its answer as garnishee.'

§ 268. Disclosures of Officers or Agents.-Under the Michigan statute the disclosure of the officer or agent of the foreign company in response to the writ of garnishment, is considered the disclosure of the corporation,' but it is held that such officers cannot be required to submit to personal examination, such as may be required of individual garnishees, or to attend from a distant State for that purpose." § 269. The Proceeding Purely Statutory.-It must be remembered, however, that such proceedings are purely statutory and for every step taken until jurisdiction is acquired authority must be found in the law providing for the proceeding. In such cases jurisdiction must appear upon the papers themselves, or the proceedings will be a nullity. Where the statute provided that foreign as well as domestic corporations might be garnished, but provided

1 Lorman v. Phoenix Ins. Co., 33 Mich. 65.

2 Dougan v. Sun Fire Office, 39 Mo. App. 676.

3 Howell's Mich. Stat. § 8086, amended by Acts 1889, No. 266. 4 Shafer Iron Co. v. Stone, 88 Mich. 464, 50 N. W. Rep. 389.

no method of service of the writ upon foreign companies, such a writ served on a foreign company must be quashed.'

1 Milwaukee B. & I. Wks. v. Brevoort, 73 Mich. 155, 41 N. W. Rep. 215. See also First Nat. Bank v. Burch, 76 Mich. 608, 43 N. W. Rep. 453.

ARTICLE IX.-SOME MATTERS OF PRACTICE.

SECTION.

272. Venue-Suit may be Brought in Any County.

273.

Same-Place of Business.

274. Pleading Jurisdictional Facts.

275. Allegation of Corporate Existence, by Plaintiff Company: 276. Pleading Corporate Existence-Under the Code.

277. In Suit Against Foreign Company.

278. Denial of Corporate Existence.

279. Same-Estoppel.

280. Charter, or Law of Incorporation, as Evidence.

281. Proof of Corporate Existence as a Fact.

282. Certificate of Incorporation.

283. Question for the Jury.

284. Failure to Comply with Local Statutes.

285. Failure to Prove Corporate Character Cured by Verdict.

286. Production of Books and Papers.

287. Court will not Permit such Process to be Abused. 288. Judgment by Default.

Brought in Any

§ 272. Venue Suit may be County. The general rule of the common law is, that transitory actions may be brought whenever the defendant can be found.' In determining, then, what is the proper forum of suits against foreign corporations, it is necessary to ascertain where, under the terms of the local statutes regulating the service of process upon such organizations, they are to be found within the State. The tendency of the decisions is to construe the provisions of the statute liberally in favor of the service. In California, un1 Story, Conflict of Laws, § 538.

der a provision of the Code of Civil Procedure, that the action must be tried in the county where the defendant resides at the commencement of the action, and if he is not a resident of the State, then in any county, which the plaintiff may designate in his complaint,' it was held that a foreign corporation cannot be said to have its residence at its "principal place of business" within the State; that the fact that it subjects itself to the service of process by doing business there, does not entitle it to claim that place as its residence, and an action against it may be tried in any county designated by plaintiff in his complaint.' And so under the Missouri statute requiring foreign insurance companies to appoint an agent to receive service of process,' it was held that suit against such a company was not required to be brought in the county where the agent so appointed resided, but might be brought in any county of the State; and that if the agent lived in another county the writ should be directed to the sheriff of the latter. In Nebraska, under a statute authorizing an action against a foreign insurance company to be brought in a county where the cause of action or some part thereof arose,' the court ruled that the action might be so brought, although the company had no agent in that county.* A corporation chartered by the United States was held by a Pennsylvania court to have a legal exist

1 Cal. Code Civ. Proc. § 395.

2 Thomas v. Placerville Gold Q. M. Co., 65 Cal. 600. Compare International L. Assur. Co. v. Sweetland, 14 Abb. Pr. 240.

3 Rev. Stat. Mo. 1879, § 6013.

Stone v. Travellers Ins. Co., 78 Mo. 655; Estill v. New York, etc. R. Co., 41 Fed. Rep. 849, 853.

Code Neb., § 55.

Insurance Co. v. McLimans, 28 Neb. 653; 44 N. W. Rep. 991.