Desper v. Continental Water Meter Company

• Decision Date: 28 June 1884
• Citation: 137 Mass. 252
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: William E. Desper & another v. Continental Water Meter Company

137 Mass. 252

William E. Desper & another v. Continental Water Meter Company

Supreme Court of Massachusetts

June 28, 1884

Worcester. Bill in equity, filed November 17, 1882, alleging that, on June 4, 1881, the plaintiffs assigned to the defendant, a corporation established under the laws of the State of Maine and having a usual place of business and property in this Commonwealth, certain letters patent of the United States that, on the same day, an agreement in writing was entered into between the plaintiffs and the defendant, by the terms of which the plaintiffs sold to the defendant all the stock tools, patterns, machinery, and other property used by the plaintiffs in the manufacture of water meters, and the defendant, in consideration of the assignment of said letters patent and of the sale of said personal property, agreed to pay the plaintiffs certain sums of money at specified times and, on failure to make such payments, agreed to reassign said letters patent to the plaintiffs, and to return the personal property to them. The bill further alleged a performance on the part of the plaintiffs, and a failure on the part of the defendant to make the payments set forth in the agreement, and to reassign the letters patent.

The prayer of the bill was that the defendant be compelled specifically to perform said agreement, and especially to reassign to the plaintiffs the letters patent, and the personal property mentioned in the agreement; and for further relief. The bill also contained a prayer that a subpoena issue to the defendant, commanding it to appear and answer, but not under oath.

A subpoena was issued, which was served upon the treasurer of the defendant corporation in this Commonwealth. The defendant appeared specially, by attorney, and objected to the jurisdiction of the court.

At the hearing, before Field, J., it was admitted that the plaintiffs were entitled to the relief sought, if the court had jurisdiction of the cause, on the service made on the defendant, and the following facts: "The plaintiffs are citizens of Massachusetts, resident in the city and county of Worcester; the defendant is a corporation organized under the laws of the State of Maine, and ever since said organization, until the filing of plaintiffs' bill, has had a place of business and office in Boston, in said Commonwealth, and an office in Portland, in the State of Maine, where its stockholders' meetings have been held. The officers and a majority of the directors of said defendant corporation are citizens of Massachusetts, and said directors have sometimes held their meetings in said Commonwealth. The contract under which relief is sought by the plaintiffs' bill was made, and the property to be affected by the decree is situated, within said Commonwealth."

The judge reserved the case for the consideration of the full court. If the court had jurisdiction of the defendant, a decree was to be entered for the plaintiffs. If the court had no jurisdiction of the defendant by reason of the service made, the bill was to be dismissed, without costs.

Bill dismissed, without costs.

F. E. Barker, for the plaintiffs.

P. A. Collins, for the defendant.

OPINION

Field, J.

In this Commonwealth, a foreign corporation, unless jurisdiction over it is given by statute, or unless it voluntarily appears, cannot be sued at law, except by means of an attachment of its property. Andrews v. Michigan Central Railroad, 99 Mass. 534. National Bank of Commerce v. Huntington, 129 Mass. 444. Peckham v. Haverhill Parish, 16 Pick. 274, 286. The service of process in this suit was not a legal service upon the corporation, as there is no statute authorizing such a service; at the most, it was only equivalent to notice of the suit.

It seems that the law is otherwise in England, and in some other jurisdictions. Newby v. Colt's Patent Fire Arms Co. L. R. 7 Q. B. 293. Baltimore & Ohio Railroad v. Wightman, 29 Grat. 431. See Williams v. Empire Transportation Co. 14 Off. Pat. Gaz. 523; Wilson Packing Co. v. Hunter, 8 Biss. 429.

A corporation may be...