Farrel v. Oregon Gold-Min. Co.

• Decision Date: 31 July 1897
• Parties: FARREL v. OREGON GOLD-MIN. CO.
• Court: Oregon Supreme Court

49 P. 876

31 Or. 463

FARREL v. OREGON GOLD-MIN. CO.

Supreme Court of Oregon

July 31, 1897

Appeal from circuit court, Union county; Robert Eakin, Judge.

Action by J.R. Farrel against the Oregon Gold-Mining Company. There was a judgment for plaintiff, and from an order refusing to vacate the same defendant appeals. Affirmed.

On July 22, 1895, Farrel commenced an action in the circuit court of Union county against the Oregon Gold-Mining Company, a Kentucky corporation, to recover the sum of $6,511.50. In his complaint he alleges, among other things, that the "defendant is now, and has heretofore been, engaged in the business of owning, operating, and conducting mines, and a general quartz mining and milling business, in Union county, Oregon." It appears from the complaint that one of the causes of action is for services rendered by plaintiff in Union county, as superintendent and agent of the defendant corporation, in and about the operation, working, and caring for its milling and mining properties in that county. A summons was regularly issued and served upon the defendant corporation by the delivery of a copy thereof, together with a certified copy of the complaint, to H. Walters, its president, in Union county. The defendant failed to appear and answer as required, and on October 7, 1895, judgment by default was rendered against it for the amount prayed for in the complaint. On the 13th of March following the defendant appeared specially, and moved the court to set aside and vacate the judgment, on the ground that the court had no jurisdiction of the corporation, which motion being overruled, the defendant appeals.

J.D Slater and L.B. Cox, for appellant.

T.H Crawford and F.V. Holman, for respondent.

BEAN J. (after stating the facts).

The motion to open the default and vacate the judgment in this case is based upon the ground that the judgment is void for the reason (1) that the sheriff's return is insufficient to warrant its entry, and (2) that the corporation was in fact not doing business in the state at the time the action was commenced, and that Walters, its president, upon whom service was made, was here on other business, and not as its representative.

In support of the first point it is contended that it is essential, in order to support the jurisdiction of the courts of this state to render a personal judgment by default against a foreign corporation, that it shall appear from the return of the service that the corporation was engaged in business in the state at the time the service was made, and that the agent upon whom it was made was authorized to represent the corporation here. But we cannot concur in this view of the law. It is quite true the statute provides that no foreign corporation shall be subject to the jurisdiction of the courts of the state in personam unless it appear in the action or have an agency established here for the transaction of some portion of its business. Hill's Ann.Laws, § 516. But this is only declaratory of the general rule that, in the absence of a voluntary appearance, the courts of one state have no jurisdiction over a corporation created in another, unless it is transacting some portion of its corporate business within the state where sued. And as a corporation can act only through its agents, it necessarily follows that if it is doing business in the state it must have an agency established here, within the meaning of the statute. In no other way can it do business, and hence the statute simply means that, in the absence of a voluntary appearance, no foreign corporation shall be subject to the jurisdiction of the courts of this state unless it is engaged in the transaction of some portion of its corporate business at the time the action is commenced and this is the rule prevailing elsewhere. Aldrich v Development Co., 24 Or. 32, 32 P. 756; 6 Thomp.Corp. § 7995; 2 Mor.Corp. § 980; St. Clair v. Cox, 106 U.S. 350, 1 Sup.Ct. 354; Goldey v. Morning News, 156 U.S. 518, 15 Sup.Ct. 559; U.S. v. American Bell Tel.Co., 29 F. 17; Carpenter v. Air-Brake Co., 32 F. 434. So long as a corporation confines its operations to the state within which it was created, it cannot be subjected to the jurisdiction of a court of another state, where it has no office or transacts no business, by the service of process on some officer or agent while temporarily present in the latter state, because he cannot take the corporation with him beyond the jurisdiction of the state of its creation. But when it voluntarily goes into another state, and by the express permission or acquiescence of such state engages in the transaction of its corporate business, it is liable to be brought into the courts thereof by service of process upon such officer or agent as the local laws may designate, and the judgment founded thereon will be held good everywhere unless the mode of acquiring jurisdiction violates the principles of natural justice. In short, when a corporation migrates into another state, and engages in business there, it becomes, in effect, for jurisdictional purposes, a domestic corporation, and liable to suit upon a cause of action arising in the state of its adoption by service of process in the manner provided for the service of domestic corporations, unless the statute otherwise provides. 6 Thomp. Corp. § 8019; Insurance Co. v. Carrugi, 41 Ga. 660. A corporation of one state cannot do business in another without the consent of the latter, express or implied, and hence a state may impose, as a condition upon which a foreign corporation shall do business within its borders, that it accept as sufficient the service of process upon such officers or agents as may be prescribed. This condition may be implied as well as expressed. When, therefore, a state provides by general law that process may be served upon a private corporation by serving the same upon certain officers or agents thereof, and a foreign corporation subsequently comes into the state to do business, it will be deemed to have consented to subject itself to the jurisdiction of the local courts by the service of process upon the officers or agents designated in the local statute. Now, by the laws and policy of this state, foreign corporations are as free to engage in business therein as corporations of its own creation; but, no special provision having been made for the service of process upon them (except certain corporations not necessary to be named), it may be made in like manner as upon domestic corporations, and a return thereof, good in an action against the latter, will, under similar circumstances, be good against the former.

As already suggested, the contention for the defendant is that the return is insufficient, because it does not show that the corporation was doing business in the state at the time the service was made, or that Walters was an agent authorized to represent it here. The first objection is, we think, sufficiently answered by the opinion of Mr. Justice Field in the case of St. Clair v. Cox, supra, in which it was said, in effect, that, in order to support the jurisdiction of the courts of a state to render a personal judgment against a foreign corporation, it must appear somewhere in the record, either in the application for the writ, or accompanying the service, or in the pleadings or findings of the court, that the corporation was engaged in business in the state; but, when the transaction of business by the corporations so appeared, "a certificate of service by the proper officer on a person who is its agent there would in our opinion, be sufficient prima facie evidence that the agent represented the company in the business. It would then be open, when the record is offered as evidence in another state, to show that the agent stood in no representative character to the community, that his duties were limited to those of a subordinate employe or to a particular transaction, or that his agency had ceased when the matter in suit arose." It does appear, from the complaint in this case, that the defendant corporation was engaged in business in the state at the time the action was commenced,...