Dahl v. Collette
| Decision Date | 29 April 1938 |
| Docket Number | No. 31565.,No. 31564.,31564.,31565. |
| Citation | 202 Minn. 544,279 N.W. 561 |
| Parties | DAHL et al. v. COLLETTE et al. |
| Court | Minnesota Supreme Court |
Appeal from District Court, Redwood County; A. B. Gislason, Judge.
Two actions for death of motorist killed in automobile collision, and for damages to the automobile, by C. M. Dahl, as administrator of the estate of Peter C. Dahl, deceased, and another against Henry T. Collette and the Gardner-Richardson Company. From orders denying motions of the defendant Gardner-Richardson Company to set aside the attempted service on it of summonses and complaints in the actions, the defendant Gardner-Richardson Company appeals.
Affirmed.
Ernest E. Watson and C. E. Warner, both of Minneapolis, for appellant.
Julian E. Morten, of Redwood Falls, and Burnett, Bergeson & Haakenstad, of Fargo, N. D., for respondents.
Appeals from orders denying motions of defendant Gardner-Richardson Company, the sole appellant, to set aside the attempted service upon it of the summonses and complaints in these actions.
Appellant is an Ohio corporation whose principal place of business is in Middletown in that state, and is engaged in the manufacture and sale of butter cartons. It is not authorized to do business in this state and has no office here but is represented by defendant Henry T. Collette, a traveling salesman, who covers a territory embracing this and several other northwestern states. His compensation includes a salary and expenses. Collette has authority to solicit and transmit orders to the home office, but he is without power to contract for the company, to receive payment, or extend credit. Orders solicited must be forwarded to appellant's home office for acceptance or rejection. If accepted, the orders are filled in Ohio and shipped directly to the customer, who makes payment to the Ohio office. Its transactions in this state have been conducted in this manner for more than four years.
For more than three years prior to the commencement of these actions appellant has dealt with the Dairy Supply Company, a jobber in dairy and creamery supplies located in Minneapolis. Appellant filled its orders and shipped them to the parties designated by the jobber to whom appellant looked for payment. The Dairy Supply Company alone collected from its customers. During this period Collette has called on the Dairy Supply Company several times each year to discuss matters concerning the butter carton business in general and pertaining to the dealings between the jobber and appellant in particular. On these occasions he exhibits new types and styles of butter cartons, adjusts difficulties between the companies, and in general performs those acts and services ordinarily performed by a general sales representative of a manufacturing concern. The home office manager of appellant has twice called at the office of the Dairy Supply Company to discuss business matters.
Collette also attends conventions, in this state, of dairy and creamery associations as appellant's representative, and displays appellant's products and entertains the delegates of dairy and creamery concerns at appellant's expense. Appellant's home office manager has also attended some of these conventions in furtherance of the business interests of his company.
As compared with the time spent in the rest of his territory, Collette spends but a small portion of his time in this state, but he does return to this state in the interests of appellant's business periodically. As compared with its whole business, it may be, as its officers depose, that appellant does not do a substantial part of its whole business in this state. But shipments of its products to this state are constantly made and the volume is considerable.
Since the affidavits in support of and in opposition to these motions in some respects conflict, the view favorable to the prevailing party in the trial court has been taken. Massee v. Consumers' Hay Co., Inc., 184 Minn. 196, 238 N.W. 327.
Both cases are founded on a collision of an automobile owned and driven by Collette with an automobile driven by Peter C. Dahl. The administrator of the latter's estate brings suit for his wrongful death, and the owner of the automobile driven by decedent seeks to recover for damage to her property. Collette was personally served as defendant with summonses and complaints in these actions, and he was also served personally with summonses and complaints as agent of appellant. The latter states that Collette never informed it of such service.
The questions presented are (1) whether appellant was "doing business" within this state so as to make it amenable to process; and (2) whether defendant Collette was a proper agent for the service of process upon appellant.
1. When a corporation comes into this state in search of advantages, to hold it answerable in this forum for wrongs suffered by our citizens by reason of its conduct locally is the plainest sort of evenhanded justice. Strom v. Montana Central Ry. Co., 81 Minn. 346, 84 N.W. 46; Archer-Daniels Linseed Co. v. Blue Ridge Despatch, 113 Minn. 367, 129 N.W. 765; Armstrong Co. v. New York Central & H. R. R. Co., 129 Minn. 104, 151 N.W. 917, L.R.A.1916E, 232, Ann.Cas.1916E, 335; Lafayette Ins. Co. v. French, 18 How. 404, 15 L.Ed. 451. The means of its accomplishment are provided for in 2 Mason's Minn.St.1927, § 9231(3): "If the defendant be a foreign corporation, the summons may be served by delivering a copy to any of its officers or agents within the state."
A litigant may not, however, hale into court a corporation domiciled elsewhere unless the corporation is found to be present in the jurisdiction. To condemn without hearing is a denial of the due process of law guaranteed by the Fourteenth Amendment. Opportunity to be heard depends upon notice of pending proceedings. Notice, in an action in personam, is afforded by the service of process. And process is effectual as notice within the jurisdiction where adjudication is sought and not otherwise. These things are self-evident. Pennoyer v. Neff, 95 U.S. 714, 24 L.Ed. 565; Riverside & Dan River Cotton Mills v. Menefee, 237 U.S. 189, 35 S. Ct. 579, 59 L.Ed 910.
Voluntary appearance aside, for a personal action against a foreign corporation to be maintained the defendant must be present in the state. Paterson v. Shattuck Arizona Copper Co., 169 Minn. 49 210 N.W. 620; Gloeser v. Dollar Steamship Lines, Inc., 192 Minn. 376, 256 N.W. 666, 95 A.L.R. 1470; International Harvester Co. v. Kentucky, 234 U.S. 579, 34 S.Ct. 944, 58 L.Ed. 1479. And service must be made within the state upon an agent or officer of representative capacity and exercising derivative authority within our limits so that notice to him will be deemed to be notice to the corporation. Mikolas v. Hiram Walker & Sons, 73 Minn. 305, 76 N.W. 36; Wold v. J. B. Colt Co., 102 Minn. 386, 114 N.W. 243; Ruff v. Manhattan Oil Co., 172 Minn. 585, 216 N.W. 331; St. Clair v. Cox, 106 U.S. 350, 1 S. Ct. 354, 27 L.Ed. 222; Peterson v. Chicago, R. I. & P. Ry. Co., 205 U.S. 364, 27 S.Ct. 513, 51 L.Ed. 841. If either of these canons is infracted, due process is withheld. In consequence, whether they have been observed is a federal question and the decisions of the Supreme Court of the United States are controlling. Callaghan v. Union Pacific R. Co., 148 Minn. 482, 182 N.W. 1004; Philadelphia & Reading Ry. Co. v. McKibbin, 243 U.S. 264, 37 S.Ct. 280, 61 L.Ed. 710. The case falling within a decision of that tribunal, the judgment of the state court must conform to the precedent established. It is not the function of the latter body "to review the adequacy of the supporting logic" upon which the precedent is based. Campbell v. U. S. Radiator Corp., 86 N.H. 310, 167 A. 558, 559. Nor has it the power to create an aberrant rule. Riverside & Dan River Cotton Mills v. Menefee, 237 U.S. 189, 35 S.Ct. 579, 59 L.Ed. 910.
The test of the presence of a foreign corporation within the confines of the state is the nature of the acts done here under its authority. Lattu v. Ontario & Minnesota Power Co., 131 Minn. 162, 154 N.W. 950. If those acts are of such character that the corporation can be said to be doing business here, then it is present. Kendall v. Orange Judd Co., 118 Minn. 1, 136 N.W. 291; Erving v. Chicago & N. W. Ry. Co., 171 Minn. 87, 214 N.W. 12. A universal definition of the acts permitting such a conclusion has never been attempted. Ruff v. Manhattan Oil Co., 172 Minn. 585, 216 N.W. 331. The only generality to which the Supreme Court of the United States has subscribed is: "The general rule deducible from all our decisions is that the business must be of such nature and character as to warrant the inference that the corporation has subjected itself to the local jurisdiction, and is by its duly authorized officers or agents present within the state or district where service is attempted." People's Tobacco Co. v. American Tobacco Co., 246 U.S. 79, 87, 38 S.Ct. 233, 235, 62 L.Ed. 587, Ann.Cas.1918C, 537. It is axiomatic that each question of corporate presence must be decided by the facts of the particular case. St. Louis S. W. Ry. Co. v. Alexander, 227 U.S. 218, 33 S.Ct. 245, 57 L.Ed. 486, Ann.Cas.1915B, 77.
While a state may not impose conditions upon the doing of interstate business within its boundaries (International Textbook Co. v. Pigg, 217 U.S. 91, 30 S.Ct. 481, 54 L.Ed. 678, 27 L.R.A.,N.S., 493, 18 Ann.Cas. 1103), the fact that a foreign corporation is doing interstate business will not exempt it from suit in a jurisdiction in which it is present (International Harvester Co. v. Kentucky, 234 U.S. 579, 34 S.Ct. 944, 58 L.Ed. 1479; Tauza v. Susquehanna Coal Co., 220 N.Y. 259, 115 N. E. 915). It follows that cases defining what is not doing business according to the meaning of that term as used in statutes imposing conditions precedent upon the doing of business locally avail nothing in determining what is doing...
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