Hagerman v. Empire Slate Co.

• Court: Pennsylvania Supreme Court
• Writing for the Court: Mercur
• Citation: Hagerman v. Empire Slate Co., 97 Pa. 534 (Pa. 1881)
• Decision Date: 13 June 1881
• Parties: Hagerman et al. <I>versus</I> Empire Slate Company.

Page 534

97 Pa. 534

Hagerman et al. versus Empire Slate Company.

Supreme Court of Pennsylvania.

March 31, 1881.

June 13, 1881.

March 31st 1881.

Before SHARSWOOD, C. J., MERCUR, GORDON, PAXSON, TRUNKEY, STERRETT and GREEN, JJ.

Error to the Court of Common Pleas of Northampton county: Of January Term 1881, No. 264.

Jacob S. Stewart, for the plaintiff in error.

Morris and W. S. Kirkpatrick, for the defendant in error.

Mr. Justice MERCUR delivered the opinion of the court, June 13th 1881.

The mortgage on which this scire facias issued shows the defendant to be "a corporation organized under and pursuant to the laws of the state of New York." It is therefore a foreign corporation holding lands in Pennsylvania covered by the mortgage.

The third section of the Act of 21st March 1849, inter alia, declares that in the commencement of any suit against any foreign corporation, the process may be served upon any officer, agent, or engineer of such corporation, either personally or by copy. The act is silent as to the character or grade of the agent.

In the present case the sheriff returned, endorsed on the writ, that he had "made known by giving J. E. Long, agent for the Empire Slate Company, the within named defendant, notice of the contents, and a true and attested copy of the within writ, personally, on November 16th 1880." The statute authorizes a service on the agent either personally or by copy. This return shows it was served on the agent personally and by copy. Why then is not the service good?

It is contended that the Act of 1849 is superseded by sect. 5, art. XVI., of the Constitution of 1874, and the Act of 22d April of same year. The Constitution does declare that no foreign corporation shall do any business in this state without having one or more known places of business, and authorized agent or agents in the same upon whom process may be served. After substantially reenacting this section, the Act of 22d April further requires such corporation, before it shall do any business herein, to file in the office of the secretary of the Commonwealth a statement showing the title and object of the corporation, the location of its office or offices, and the name or names of its authorized agent or agents therein, and imposes a penalty on any person, agent, officer, or employé of such corporation who shall transact business herein for such corporation without the provisions of the act having been complied with.

Undoubtedly it is illegal for a foreign corporation to transact business in this state without having complied with the requirements of the Constitution and the Act of Assembly; yet when it has actually done so, and received a substantial benefit from the transaction, whether it can retain the whole fruits thereof, and avoid its liability resulting therefrom, presents a different question. Hence, although a corporation cannot hold lands in Pennsylvania without a license by law, yet the Commonwealth alone can object to its want of capacity: Leazure v. Hillegas, 7 S. & R. 313; Goundie v. Northampton Water Co., 7 Barr 233. So where a corporation executed a mortgage on lands in which it had a qualified interest only, and its title was inalienable, it was held to be no defence to a scire facias on the mortgage. The question of title would arise with the purchaser: St. John's Church v. Steinmetz, 6...