Globe Accident Insurance Company v. Reid
| Decision Date | 01 February 1898 |
| Docket Number | 2,278 |
| Citation | 49 N.E. 291,19 Ind.App. 216 |
| Parties | GLOBE ACCIDENT INSURANCE COMPANY v. REID |
| Court | Indiana Appellate Court |
19 Ind.App. 203. At 216.
Original Opinion of October 13, 1897, Reported at: 19 Ind.App. 203.
ON PETITION FOR REHEARING.
A distinction is taken between domestic and foreign corporations as to the methods of acquiring jurisdiction in actions in personam. A corporation organized under the laws of one state doing business in another state becomes liable to be sued and served in the latter state, not merely where the action relates to business done therein, but also in transitory actions arising in another state. A corporation is not regarded as a citizen of a state within the meaning of the constitutional provision that the citizens of each state shall be entitled to all the privileges and immunities of citizens of the several states; and a state may impose conditions, not in conflict with the laws and constitution of the United States, on the transaction of business within its territory by corporations chartered elsewhere, or may exclude them, or revoke permission or license already given. A corporation chartered in one state by doing business in another state, where, as a condition expressed or implied to its right to do business there, it must submit to be sued in the courts of such other state, waives the right to be sued in the place of its residence, the right of trial within the state, district or county of one's residence being a privilege which may be waived. It is not necessary that such a condition to the right of doing business be expressly stated in the statute, though this is sometimes done. If there be a statutory provision for service of summons upon foreign corporations by serving its officers or agents through which it is doing business in the state where the transitory action is brought, then there is an implied condition that the corporation while operating in such state shall submit to the jurisdiction of its courts upon such service; and while it so does business by such officers or agents it waives thereby objection to jurisdiction in personam acquired by service on them. In such case, though the corporation resides in the state of its creation, it is "found" in the state where it is so sued and served. See United States v American Bell Tel. Co., 29 F. 17; Works Courts and Jurisdiction, section 43; Elliott on Railroads, section 621; Thompson on Corp., section 8019 et seq.
The residence of a corporation in the absence of statutory provisions on the subject is where its principal business is carried on, where its principal office or place of business is.
The legal situs of a corporation, its residence, for purposes of jurisdiction need not be so confined, however, but may by statutory provision be in any place where its franchises are exercised or business is done, or wherever it has an agent on whom process may be served. A corporation is necessarily represented by its officers and agents. A law which authorizes suit to be brought against a corporation in any county in which it transacts business through its agents has been said to be based upon sound reasons growing out of the difference between natural and artificial persons. Home Protection, etc., v. Richards, 74 Ala. 466; Mobile Life Ins. Co. v. Pruett, 74 Ala 487.
We have one class of statutory provisions designating where, in what county, actions may be brought, another indicating how service of process may be made. As a general rule, and in the absence of statutory provision, the venue for transitory actions against a corporation is only where it has its domicile, its real place of business. Thomp. Corp., section 7538. A foreign corporation, having technically no residence in this State, may, within the meaning of the statute permitting service on nonresidents wherever found, be said to be found wherever service can be had as provided in the statute indicating how service may be made upon corporations. But as to a domestic corporation, having its residence in a particular county, the venue must there be laid, unless there be some statutory provision permitting it to be sued elsewhere; and a statute which only provides how summons may be served on a corporation does not change this express requirement as to the venue, and such service can be made properly only in the county where the corporation has its residence. See Holgate v. Oregon Pac. R. R. Co., 16 Ore. 123, 17 P. 859.
In some states, if the action is brought in the wrong county, the venue must be changed on showing this fact; but unless objection is made to the jurisdiction, the action is to be tried where brought. Sometimes a nonsuit may be granted on the trial. In some states, the rule is that the want of jurisdiction can be pleaded in abatement and raised by motion or demurrer. See Brown on Jurisdiction, sections 35, 36. It is enacted in the proviso to section 346, Burns' R. S. 1894 (343, Horner's R. S. 1897), that "the objection that the action was brought in the wrong county, if not taken by answer or demurrer, shall be deemed to have been waived."
In Eel River R. R. Co. v. State, ex rel., 143 Ind. 231, 42 N.E. 617, it being contended on behalf of the defendant corporation that the action could be brought only in the county in which it resided, the place where its principal office was kept, the Supreme Court, holding that jurisdiction of the corporation, unless waived, could only have been acquired by summons in an action brought in the county of its residence or in the county of the residence of a codefendant, yet decided that if the action was brought in the wrong county, the objection to the jurisdiction over the person of the corporation, if properly served with process, would be waived if not taken by answer or demurrer.
In the case now before us there was service of process in a mode prescribed by statute. The real question presented is one arising by way of objection that the action was brought in the wrong county. This is an objection which may be waived and if not taken by answer or demurrer it "shall be deemed to have been waived." It was not so taken in this...
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