Goldberry v. Carter

• Decision Date: 19 June 1902
• Citation: 100 Va. 438,41 S.E. 858
• Parties: GOLDBERRY v. CARTER.
• Court: Virginia Supreme Court

41 S.E. 858

100 Va. 438

GOLDBERRY

v.CARTER.

Supreme Court of Appeals of Virginia.

June 19, 1902.

FOREIGN CORPORATIONS—DOING BUSINESS IN STATE.

Code, § 1105, making officers, agents, and employes of foreign corporations liable for their debts where such corporations do business in the state without complying with the provisions of Code, § 1104 requiring the establishment of an office, the filing of its charter, and the appointment of an agent, does not apply to a contract made out of the state by which title to land in the state is acquired.

Appeal from circuit court, Wise county.

Action by Henry Carter against N. T. Goldberry. Decree for plaintiff, and defendant appeals. Reversed.

R. T. Irvine, for appellant.

W. H. Bond and G. J. Holbrook, for appellee.

BUCHANAN, J. This suit was instituted for the purpose, among others, of obtaining a personal decree against the appellant for a debt due to the appellee by the Glenn Lincoln Coal & Coke Company, a corporation chartered under the laws of the state of West Virginia, and in which company the appellant was a director.

The case made by the bill is that whilst the appellant was a director in that company it did business in this state in violation of the provisions of section 1104 of the Code, and that for such failure the appellant, its other officers, agents, and employes, became personally liable for the debts due from the company to the appellee, a resident of this state, under the provisions of sections 1104 and 1105 of the Code. These sections are as follows:

"Sec. 1104. Every company incorporated under the laws of this state or another state, and doing business in this state, except an insurance company incorporated under the laws of another state, shall have an office in the state at which all claims due residents of the state against such company may be audited, settled, and paid. Every such company incorporated under the laws of another state shall, by a written power of attorney, appoint some person, residing in the state, its agent upon whom all lawful process against the company may be served, and who shall be authorized to enter an appear-ance in its behalf. Such power of attorney, and a duly authenticated copy of the charter of the company, shall be delivered to the clerk of the court of the county or corporation wherein such office is located, who shall record the same and transmit copies thereof to the secretary of the commonwealth, for which service the clerk shall receive a fee of ten dollars to be paid by the company. Every such company heretofore incorporated, if it has not already done so, within sixty days after this Code takes effect, and every such company hereafter incorporated, before commencing business in this state, shall establish an office and appoint an agent as hereinbefore required.

"Sec. 1105. The officers, agents, and employes of any such company, doing business in this state, without complying with the provisions of the preceding section, shall be personally liable to any resident of the state having a claim against such company, and, moreover, service of process upon either of said officers, agents, or employes, shall be deemed a sufficient service on the company."

The appellant in his answer denied the material allegations of the bill; but upon a hearing of the cause upon the bill, answer, exhibits, depositions, and the oral admission of the appellant that the company did business in this state without recording a copy of its charter, as required by section 1104, the court was of opinion that the appellant was liable for the appellee's debt, and so decreed. Prom that decree this appeal was allowed.

Numerous...