Ft. Smith Lumber Co. v. Shackleford

• Decision Date: 16 November 1914
• Docket Number: (No. 240.)
• Parties: FT. SMITH LUMBER CO. v. SHACKLEFORD.
• Court: Arkansas Supreme Court

171 S.W. 99

FT. SMITH LUMBER CO. v. SHACKLEFORD.

(No. 240.)

Supreme Court of Arkansas.

November 16, 1914.

Appeal from Circuit Court, Perry County; Robt. J. Lea, Judge.

Action by Charles Shackleford against the Ft. Smith Lumber Company. From a judgment for plaintiff, defendant appeals. Affirmed.

H. L. Fitzhugh and Jas. B. McDonough, both of Ft. Smith, for appellant. Jones & Owens and Frank Pace, all of Little Rock, for appellee.

WOOD, J.

Plaintiff filed a complaint against the Ft. Smith Lumber Company and the Central Railway Company of Arkansas in the Perry circuit court. Summons was issued and alleged to have been served upon each of the defendants in Perry county. The defendants appeared specially and moved to suppress the service. The court sustained the motion as to the Central Railway Company, but overruled same as to the Ft. Smith Lumber Company. The Ft. Smith Lumber Company, appellant here, excepted to the ruling of the court and reserved the issue as to the service in its answer. The cause was tried before a jury, and the verdict and judgment were in favor of the appellee in the sum of $12,000, and this appeal has been duly prosecuted.

First. The appellant contends that there was no service. The return of the officer is as follows:

"I have this 8th day of January, 1914, duly served the within upon the Ft. Smith Lumber Company by delivering a copy of same to L. G. Elliott in Perry county, Ark., agent of the Ft. Smith Lumber Company, and in charge of its office and store and place of business in Perry county, Ark."

L. G. Elliott testified that he had been in charge of a commissary for the appellant since July, 1913, selling goods for the appellant. The goods were bought from the main office upon requisition from witness. He got a merchandise car once a week. The commissary was situated in two box movable cars about 50 feet long each. The cars were on a siding. Witness was clerk or salesman for the appellant. He had no office. Witness had been in the employ of the company since August, 1912, and they were running the commissary at that time. Before witness took charge of the commissary, he was the timekeeper, and his office, as timekeeper, was in the commissary. Appellant built an addition to the commissary, which is the office of the timekeeper; it is built onto the commissary cars. Appellant kept a general line of goods in the commissary, that would invoice on an average about $4,000. Witness made daily reports to the general office or headquarters at Plainview, in Yell county, of the amount of business done. Witness reported to the timekeeper, turned over his cash and coupons to the timekeeper at night, and the timekeeper sent in the reports to the general office. The only report witness made in person to the company was a requisition for goods. As the company proceeded with its logging road into the forest, it followed it up with its camps and commissary. Witness had shipped out some cars of lumber for one J. Q. Allen, charging him $10 per car. The money was received for the appellant. There were some oak logs shipped out in the latter part of the winter of 1913. Witness was told from the Plainview office to collect the charges for the shipment. He did so and entered it upon the books in favor of the Ft. Smith Lumber Company. Witness reported this transaction, in connection with the commissary, to the appellant company. Witness was promoted from timekeeper to manager of the store. Witness had general charge of the store. The timekeeper keeps the books. When witness was promoted to manager, the timekeeper became his bookkeeper; that is, he was the bookkeeper for the store or commissary, but was employed by the appellant. He reported to the Plainview office what witness reported to him to send to the company. Witness further stated that, in case the timekeeper was not there, he issued coupon books and attended to the business for him. Witness usually did all the clerking himself in the store, but sometimes the timekeeper would wait on customers. Witness did not sign the reports that he made to the timekeeper to be sent to the company. These were signed by the timekeeper himself. Witness at one time had another party working for him in the store. Witness was responsible to the company for the management of the store. He was responsible to the company for the cash that he collected for goods sold until he turned it over to the timekeeper. The office that was built for the timekeeper was fastened to the commissary cars in such a way that it would have to be torn down before the cars could be moved. Witness' name appeared on the coupon books that were issued by him. The timekeeper's name appeared on the coupon books issued by him. The clerk that was at work for witness in the commissary was sent out from the office at Plainview.

It was shown that appellant had only one logging camp in Perry county, the one at Aplin. It consisted of something like 70 or 80 portable houses. The man in charge of the logging department had control over the employés of that department. The pay roll of the camp at Aplin was about $200 a week. Those in the logging department made their reports to the timekeeper, and he sent these reports in to the main office.

Act 98 of the Acts of 1909, p. 293, provides as follows:

"Section 1. That from and after the passage of this act any and all foreign and domestic corporations who keep or maintain in any of the counties of this state a branch office or other place of business, shall be subject to suits in any of * * * said counties where said corporation so keeps or maintains such office or place of business, and that service * * * upon the agent, servant or employé in charge of said office or place of business shall be deemed good and sufficient service upon said corporations and shall be sufficient to give jurisdiction to any of the courts of this state held in the counties where said service of summons * * * is had," etc.

Section 2 provides that the service provided for in the act would not repeal any other statute regulating service upon corporations in the state, but should be construed as cumulative and "in aid of the laws of the state now in force."

Prior to the passage of the act of 1909, service could be had upon a domestic corporation, like appellant, in the county where it was situated, or where it had its principal office or place of business (where these were separate from the county in which the corporation was situated), or in the county where its chief officer resided. The act of 1909 provides an additional and cumulative method of service "in aid of" the above method.

Considering the acts in pari materia, it is clear that the intention of the Legislature was to simplify the proceedings and to facilitate, in the most practical way, the obtaining of service on corporations.

The words "branch office" and "other place of business" are not synonymous, as contended by the learned counsel for appellant. The word "other" distinguishes the term "place of business" from the term "branch office," and shows that the Legislature intended that wherever the corporation maintained a "place of business," whether they had or did not have also an office at the same place, service could be had upon the corporation by service upon the employé in charge of the business at that place.

In Revere Rubber Co. v. Genesee Valley Blue Stone Co., 20 App. Div. 166, 46 N. Y. Supp. 989, it is said:

"The term `office of a corporation' means its principal office within the state, or principal place of business within the state, if it has no principal office therein."

The word "branch," qualifying the word "office," in the statute under consideration, indicates that the office maintained was to be tributary to the principal office. See Webster's Dictionary, "branch." So, in the sense of the statute, the term "branch office" is used to designate a place maintained in the county where business is transacted similar to that where the principal office is situated.

The term "other place of business" refers to a place where the corporation is conducting a settled or established business. The term "branch office" refers to a place where the company may conduct its general business in the same way that it carries on its business at its principal office. But the term "other place of business" designates a place where an established business of the company is carried on regardless of whether the company has its principal or branch office situated there or not. The agent, servant, or employé in charge of a branch office, under the statute, must be one having authority to carry on the general business of the company. But not so as to the agent, servant, or employé in charge of the "other place of business." His authority may be only limited and special and confined to the particular business over which he has supervision. To be sure, the statute contemplates that there must be maintained a place where a well-defined line of business is carried on with an agent in charge of that business. Elliott was such an agent. He had charge of the business where the company maintained a place for conducting its commissary or store business. It was a settled business, so long as the company should be engaged in logging at Aplin in Perry county. The number of houses maintained at the company's camp, the number of employés, the amount of its pay roll, the extent of the stock of goods kept in its commissary, and the timekeeper's office in connection therewith, all indicate that the company was maintaining a place of business from which it was conducting a well-defined line of business, to wit, the sale of general merchandise, in connection also with its logging business. Elliott was the manager of this mercantile business. An agent competent to conduct such a business could be depended upon with reasonable certainty to apprise the corporation of the service had upon him. It was the design of the Legislature that...