Dewey v. Central Car & Mfg. Co.
| Decision Date | 13 January 1880 |
| Citation | 42 Mich. 399,4 N.W. 179 |
| Parties | JAMES S. DEWEY v. CENTRAL CAR & MANUFACTURING COMPANY. |
| Court | Michigan Supreme Court |
In an action against a domestic manufacturing corporation organized under the General Law of February 5, 1853 (Comp.Laws, 942,) service of the summons can only be made in the county where its principal offices are situated, either by service on the president, secretary or agent, or in their absence by posting, as prescribed by statute.
Error to superior court of Detroit.
Griffin & Dickinson, for plaintiff in error.
John D Conely, for defendant in error.
The defendant is a domestic manufacturing corporation, formed under the General Law of February 5, 1853, (Comp.L. 942,) and has its office for the transaction of business located in the city of Jackson. The plaintiff resides in the city of Detroit.
John B Sutherland, who is defendant's president, though a resident of Canada, being found in Detroit, the plaintiff commenced this action of assumpsit against the defendant in the superior court, by declaration served on Sutherland within the limits of the city.
The defendant pleaded to the jurisdiction, and the plea being followed by replication and rejoinder, the plaintiff demurred, and the court sustained the defence and quashed the declaration.
The merits of the case are within narrow limits. It will be sufficient to examine these points: First, whether the case is governed by the Revised Statutes of 1846; or, on the other hand, by either the general incorporating act of 1853, or that of 1875, and if not governed by the Revised Statutes, but by one of the acts last named, then, second, whether upon a correct construction any binding service could be effected on the corporation outside of Jackson county. The provision in the Rev. Statutes of 1846, to which reference is made, is section 3, of c. 116, being Comp.Laws, � 6544. It was amended in 1877, (Pub.Acts 1877, p. 112,) but the amendment does not affect the present question. The section is a general regulation respecting the manner of commencing suits against corporations in courts of law. The twenty-second section of the act of 1853, (Comp.Laws, � 2857,) and the corresponding section in the act of 1875, being section 31, (Pub.Acts 1975, p. 214,) comprise provisions for the commencement of suits against such corporations as are formed under these acts respectively. Corporations formed under the first act are allowed to be reorganized or reformed under the later one of 1875, � 35, pp. 220, 221, and it is not entirely certain that the defendant corporation has not made the change.
However, the respective sections in these acts respecting the commencement of suits are almost identical, and so far as concerns the present case there is no distinction. Hence it is immaterial whether the proceeding is technically subject to one or the other of these statutes, if subject to either.
Corporate capacity and corporate immunity depend on the organic law and articles of association in much the same way as they depend on the charter, where the corporation is created by special act. Van Etten v. Eaton, 19 Mich. 187. And the particular provisions for bringing suits against manufacturing corporations formed under the general statutes must apply and operate in the same manner as would the like provisions in a special charter.
In identifying and prescribing what rights and franchises the corporation should possess, and what condition should exist and what limits attach, the legislature decided what should be the properties of the corporation and how it should be suable, and particularly within what locality it should be subjected to process; and at the same time, and as part of the the same exertion of the legislative will, it determined to leave and did leave all existing general regulations not compatible with the others to operate elsewhere.
In placing the particular provisions in the organic act, the legislature designed to liquidate and establish, so far as they extended, and for the time being, the law of the corporation on the subject. But they are not only specific portions of the organic law, and which would remain and operate in case the general provisions of the Revised Statutes was repealed.
These are the later and more precise expressions of the will of the legislature, and aimed at the very object, and they come within the principle which requires the specially directed and more recent provision to be taken as an exception to the earlier general one. Miller v. Grandy, 13 Mich. 540; Van Alstine v. The People, 37 Mich. 523-524; Cooper v. Skinner,...
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