no authority to show that this Court can recognize such domicil for the purpose of service." 115

§ 279. Jurisdiction dependent on corporation doing business in State.

In all the cases heretofore considered it will be noticed that jurisdiction is dependent on the fact that the corporation has come into the State to do business. If the corporation does not do business in the State it cannot be sued.116

§ 280. Jurisdiction extends to all causes of action.

It is generally held that if a corporation does business within a State and thereby consents to be sued in the courts of that State, the consent is not confined to causes of action arising within the State, but that the corporation may there be sued upon any transitory cause of action, whether in contract or in tort, no matter where it arose.117 But in a few States it is

115 Woodward v. Goold Bicycle Co., Queensl. L. J. 28, 31, per Cooper, J. 116 St. Clair v. Cox, 106 U. S. 350, 27 L. ed. 222; Goldey v. Morning News, 156 U. S. 518, 39 L. ed. 517; Good Hope Co. v. Railway B. F. Co., 22 Fed. 635; Golden v. Morning News, 42 Fed. 112; Bentlif v. London & C. F. Corp., 44 Fed. 667; Clews v. Iron Co., 44 Fed. 31; Reifsnider v. American I. P. Co., 45 Fed. 433; Doe v. Springfield B. & M. Co., 104 Fed. 684; Boardman v. S. S. McClure Co., 123 Fed. 614; Frawley, B. & W. v. Pennsylvania Casualty Co., 124 Fed. 259; Central G. & S. Exchange v. Board of Trade, 125 Fed. 463; Earle v. Chesapeake & O. Ry., 127 Fed. 235; Crane v. Hibbard, 66 Ark. 282, 50 S. W. 503; Eureka Mercantile Co. v. California Ins. Co., 130 Cal. 153, 62 Pac. 393; Lathrop v. Union Pacific R. R., 7 Dist. Col. 111; Dallas v. Atlantic, M. & O. R. R., 2 McAr. (Dist. Col.), 146; King v. Sullivan, 93 Ga. 621, 20 S. E. 76; Greaves v. Posner, 111 Ia. 651, 82 N. W. 1022; Watkins L. M. Co. v. Elliott, 62 Kan. 291, 62 Pac. 1004, 84 A. S. R. 385; Crook v. Girard Iron Co., 87 Md. 138, 39 Atl. 94, 67 A. S. R. 325; Walter A. Zelnicker Supply Co. v. Mississippi C. O. Co. (Mo. App.), 77 S. W. 321; Camden R. M. Co. v. Swede Iron Co., 32 N. J. L. 15; Polhemus v. Holland Trust Co., 59 N. J. Eq. 93, 45 Atl. 534; Tillinghast v. Boston & P. R. L. Co., 38 S. C. 319, 17 So. 33; Bradley v. Burnett, (Tex. Civ. App.) 40 S. W. 170; Northwestern Iron Co. v. Central Trust Co., 90 Wis. 570, 63 N. W. 752.

117 Barrow S. S. Co. v. Kane, 170 U. S. 100, 42 L. ed. 964; Gray v. TaperSleeve Pulley Works, 16 Fed. 436; Smith v. Empire S. I. M. & D. Co., 127 Fed. 462; New Orleans, J. & G. N. R. R. v. Wallace, 50 Miss. 244; Insurance Co. v. McLimans, 28 Neb. 653, 44 N. W. 991; Flynn v. Central R. R., 22

held that the consent is only to be sued on a cause of action arising out of business done within the State, or at least on one arising within the State, and therefore that suit cannot be brought on an obligation which has no connection with the State. 118

If a foreign corporation is subject to the jurisdiction of the court, it may be sued on any cause of action arising in the jurisdiction, though the cause of action does not arise out of the regular legal business of the company; as for example for a libel published by the company.119 So when a foreign insurance corporation has filed a resolution consenting to service upon the insurance commissioner, such consent includes the summons on an indictment for an infraction of the criminal law. 120 And a court of equity may enjoin the creation of a public nuisance resulting from the want of charter power in a foreign corporation to do the acts complained of.121

§ 281. Withdrawal of authority to receive service.

May a foreign corporation avoid suit in the courts of a State by withdrawing its agents and ceasing to do business in the State? This is a question of some difficulty, which cannot be answered without making certain discriminations.

First, if the foreign corporation has not been required to designate a particular agent to receive service of process, but can be sued, if at all, only under a statute providing for suit against a foreign corporation by service of process upon agents of a certain sort, since implied consent to be sued under such a statute is derived from doing business in the State, the cor

N. Y. S. 383, 51 N. Y. St. Rep. 84; Knight v. West Jersey R. R., 108 Pa. 250, 56 A. R. 200; Humphreys v. Newport News & M. V. Co., 33 W. Va. 135, 10 S. E. 39; Bowden v. Imperial M. & T. I. Co., 2 N. S. W. St. Rep. (Law) 257. "At least when the officers and most of the stockholders reside within the State." Peters v. Neely, 16 Lea, 275.

118 Central R. R. & B. Co. v. Carr, 76 Ala. 388, 52 A. R. 339; Bawknight v. Liverpool & L. & G. I. Co., 55 Ga. 194.

119 American Cas. Ins. Co. v. Lea, 56 Ark. 539, 20 S. W. 416.

120 Etna Ins. Co. v. Com., 21 Ky. L. Rep. 503, 51 S. W. 624.

121 Seattle Gas & Electric Co. v. Citizens' Light & Power Co., 123 Fed. 588.

poration no longer gives consent when it ceases to do business in the State. In such a case, therefore, the foreign corporation cannot be sued after it has ceased to do business in the State.122 If the company has not ceased all business in the State, but is winding up its affairs, it may still be served under the general law.123

Where the service of process is under this law, it may be avoided by ceasing to have an agent in the State who would come within the class of persons on whom, according to the statute, process might be served.124 But process may be served on an agent no longer actually engaged in the business, if there has not been a final settlement and discharge of the agency.125 And if the statute provides for service on the agent through whom the contract was made so long as he is an inhabitant of the State, service on such person after he has ceased to be an agent is valid, 126 the company not, so far as appears, having ceased to do business.

If the authority of the agent is fraudulently revoked, just before suit, for the purpose of avoiding service, there is authority for saying that the revocation is not effectual for the purpose.127 So where a foreign corporation appeared in a suit, and then, all its agents having withdrawn, it came to be in contempt, it was held that the corporation could be brought before the court by process served on its attorney. 128

Second, if the corporation has designated an agent under a

122 Conley v. Mathieson Alkali Works, 190 U. S. 406, 47 L. ed. 1113; Geer v. Mathieson Alkali Works, 190 U. S. 428, 47 L. ed. 1122; Cady v. Associated Colonies, 119 Fed. 420; Thum v. Pyke, 6 Ida. 359, 66 Pac. 157; Baker v. Walker S. & B., 18 New So. Wales W. N. 282.

123 National Bank of Augusta v. Southern P. M. Co., 55 Ga. 36; Tharsis S. & C. Co. v. Soc. des Métaux, 58 L. J. Q. B. 435.

124 Winney v. Sandwich Mfg. Co., (Ia.) 50 N. W. 565.

125 Gross v. Nichols, 72 Ia. 239, 33 N. W. 653; Brunson v. Nichols, 72 Ia. 763, 34 N. W. 289.

126 Gillespie v. Commercial M. I. Co., 12 Gray (Mass.), 201, 71 A. D. 743. 127 Michael v. Mutual Ins. Co., 10 La. Ann. 737. Contra, Sturgis v. Crescent J. M. Co., 57 Hun, 587, 10 N. Y. S. 470.

128 Eureka Lake Co. v. Yuba County, 116 U. S. 410, 29 L. ed. 671.

[Chap. XI. statute which expressly or by interpretation confined the authority of the agent to the time during which the corporation was doing business in the State, the corporation could not be sued after it had ceased to do business; since by the very terms of the statute the consent to jurisdiction had expired. 129

Third, if, as is generally the case, the statute expressly or by clear implication provides that the authority of the designated agent cannot be withdrawn so long as any liability undertaken within the State remains unfulfilled, the corporation by designating an agent and doing business in the State accepts the terms of the statute, and cannot avoid suit by withdrawing the authority of the agent.130

Fourth, as to a liability which accrued outside the State no suit can be brought against a foreign corporation after it has ceased to do business in the State. 131

Fifth, if the corporation has designated an agent under a statute which is silent as to the time during which the authority of the agent shall last, it is doubtful whether the corporation by withdrawing the authority of the agent could prevent suit on contracts made within the State. If the statute names its own agent, it could probably defeat service of process by ceasing to have an agent within the State.132 But if the statute requires the designation of a State official, so

129 Friedman v. Empire L. I. Co., 101 Fed. 535; Swann v. Mutual R. F. L. Assoc., 100 Fed. 922; Guthrie v. Connecticut Indemnity Assoc., 101 Tenn. 643, 49 S. W. 829.

130 Mutual R. F. L. Assoc. v. Phelps, 190 U. S. 147, 47 L. ed. 987; Youmans v. Minnesota T. I. & T. Co., 67 Fed. 282; McCord Lumber Co. v. Doyle, 97 Fed. 22; Collier v. Mutual R. F. L. Assoc., 119 Fed. 617; Davis v. Kansas & T. C. Co., 129 Fed. 149; Green v. Equitable M. L. & I. Assoc., 105 Ia. 628, 75 N. W. 635; Home Benefit Soc. v. Muehl, 22 Ky. L. Rep. 1378, 59 S. W. 520; Gibson v. Manufacturers' F. & M. I. Co., 144 Mass. 81, 10 N. E. 729; Magoffin v. Mutual R. F. L. Assoc., 87 Minn. 260, 91 N. W. 1115, 94 A. S. R. 699; Johnston v. Mutual R. F. L. Ins. Co., 87 N. Y. S. 438.

131 Mutual R. F. L. Assoc. v. Boyer, 62 Kan. 31, 61 Pac. 387, 50 L. R. A. 538.

132 Forrest v. Pittsburgh Bridge Co., 116 Fed. 357.

that the corporation cannot put an end to his representative character, it would seem that the authority cannot be withdrawn by the corporation. Such appears to be the opinion of the Supreme Court of the United States. "Many of those statutes simply provided that the foreign corporation should name some person or persons upon whom service of process could be made. The insufficiency of such provisions is evident, for the death or removal of the agent from the state leaves the corporation without any person upon whom process can be served. In order to remedy this defect some states, Kentucky among the number, have passed statutes, like the one before us, providing that the corporation shall consent that service may be made upon a permanent official of the state, so that the death, removal, or change of officer will not put the corporation beyond the reach of the process of the courts. It would obviously thwart this purpose if this association, having made, as the testimony shows it had made, a multitude of contracts with citizens of Kentucky, should be enabled, by simply withdrawing the authority it had given to the insurance commissioner, to compel all these parties to seek the courts of New York for the enforcement of their claims." 133 § 282. Appearance in the suit.

If a corporation appears generally in a suit it is like an individual bound by the judgment, for the appearance confers jurisdiction 134 and appearance by agent designated to receive

133 Brewer, J., in Mutual R. F. L. Assoc. v. Phelps, 190 U. S. 147, 47 L. ed. 987.

134 Moffitt v. Chicago Chronicle Co., 107 Iowa, 407, 78 N. W. 45; North Mo. R. R. v. Akers, 4 Kan. 453, 96 A. D. 183; Fairfax Forest Min. & Mfg. Co. v. Chambers, 75 Md. 604, 23 Atl. 1024; Wineburgh v. U. S. Steam & St. Ry. Adv'ng Co., 173 Mass. 60, 53 N. E. 145, 73 A. S. R. 261; New Orleans J. & G. N. R. R. v. Wallace, 50 Miss. 244; Albert v. Clarendon Land Inv. & Agency Co., 53 N. J. Eq. 623; 23 Atl. 8; McCormick v. Pennsylvania C. R. R., 49 N. Y. 303; Shields v. Union Cent. Life Ins. Co., 119 N. C. 380, 25 S. E. 951 (semble); Congar v. Galena & C. U. R. R., 17 Wis. 477. As to what will constitute an appearance, see Wood v. Furtick, 17 Misc. 561, 40 N. Y. S. 687; Atchison, T. & S. F. Ry. v. Forbis, (Tex. Civ. App.) 79 S. W. 1074.