Harrison v. The Carbon Timber Company

• Decision Date: 30 December 1905
• Citation: 83 P. 215,14 Wyo. 246
• Parties: HARRISON v. THE CARBON TIMBER COMPANY ET AL
• Court: Wyoming Supreme Court

83 P. 215

14 Wyo. 246

HARRISON v. THE CARBON TIMBER COMPANY ET AL

Supreme Court of Wyoming

December 30, 1905

ERROR to the District Court, Albany County, HON. CHARLES E CARPENTER, Judge.

Action by Frank O. Harrison against the Carbon Timber Company, a corporation, Carl L. Vagner, Louis R. Meyer and Andrew Olson. From an order sustaining a motion of the Carbon Timber Company to quash and set aside the summons, and the return of the sheriff thereon, the plaintiff brought error. The material facts are set forth in the opinion.

Affirmed.

N. E Corthell, for plaintiff in error.

In enacting the provisions of Section 3500, Revised Statutes of 1899, it was not intended to do more than to fix a place where suits against a domestic corporation might be brought in the absence of any other ground of jurisdiction than the location of its principal office in the county. If the principal office of the company is or has been in a given county, an action may be brought against it in that county whether it is possible to serve it with summons there or not or whether any other ground of jurisdiction exists there or not. In the second place, the language of the statute itself is clearly and, we think, designedly permissible and not exclusive or mandatory, and was intended to add to rather than take away existing facilities for suing corporations. In the third place, the practical consequences of any other construction than that here contended for would be so disastrous, unjust and unequal, discriminating in favor of corporations against individuals, that the court would hardly feel, unless compelled by the language and apparent purpose of the legislation, to hold this section exclusive and restrictive. There are many cases where it is highly convenient, if not absolutely necessary, to join a number of defendants in the same action in order to do full justice. The defendants may be jointly liable upon promises or as tort feasors, or may have a common interest in the subject of the action, or may be otherwise so bound together in relation to the suit or the subject matter, that they must, or ought to be, brought together in a single proceeding where the whole controversy may be determined. Numerous provisions of the Code indicate the purpose of the Legislature to facilitate the joinler of parties in every proper case, to diminish the number and variety of suits, to expedite and shorten litigation, and generally to simplify in many ways the procedure of courts and the course of administrative justice.

We think that the expression, "every other action," in Section 3505, fairly covers cases in which corporations, either foreign or domestic, may properly be joined with one another or with individuals. This is the view of the matter taken by the Ohio courts, where this question has been presented. (Swan v. R. R. Co., 4 O. Dec., 71; Campbell v. Island Park Co., 4 O. Dec., 152; Baldwin v. Wilson, 7 O. N. P., 506; Stanton v. Inquirer Co., 7 O. N. P., 589.) The same view of a similar statutory question is taken by the Supreme Court of Iowa. (Baldwin v. R. R. Co., 5 Iowa 518.) A still stronger expression of this view is found in the opinions of the Supreme Court of California. (Bk. v. Superior Court, 83 Cal. 491.)

The Supreme Court of Ohio, in considering generally the scope and construction of the sections of the Code, prescribing the place where actions must or may be brought, adheres to the same view here advanced, that the Legislature has advisedly discriminated in the use of mandatory and exclusive language, on the one hand, and of permissive words on the other hand, in order to accomplish the general purpose of enlarging, facilitating and simplifying procedure for bringing defendants into court. (Osborn v. Lidy, 51 Ohio St. 97.)

It would not be difficult to advance other and further arguments upon the constitution and statutes of this state, which would make the argument even more persuasive than that found in the decisions cited. By the constitution and statutes of this state, District Courts are invested with general jurisdiction. By the statutes under which all domestic corporations are formed, it is specially prescribed that such corporations "shall be capable of suing and being sued in any court in this state." (R. S., 3032.) Special provision is further made that the corporation may itself designate a particular place where suit must be brought. (R. S., 3503.) We feel justified upon these considerations and citations in assuming that this case was rightly brought in Albany County, where the joint defendant, Vagner, resided and was summoned. The only remaining question is the question whether service was rightly made upon Vagner as president of the company, in the county where the suit was brought, or whether the action being properly brought in Albany County, it was necessary not only to make service upon the president or other representative of the company, but to make such service at the principal office of the company in Carbon County, and not elsewhere. Or whether, in the third place, since the enactment of the statute of 1903, this method of service has been superseded, and there remains but one mode of service of process upon domestic corporations, and that by serving the statutory agent at the designated principal office.

We believe it is not questioned that the service in this case was made in at least literal compliance with the provisions of the original statute. (R. S., 3516.) An analysis of this statute seems to provide at least three alternate modes of service, to be followed in their order, namely: First, upon the president or other chief officer, if found in the county; second, upon the cashier, etc., or managing agent, if such representative can be found; third, upon the office itself, by leaving the writ with anyone found in charge. In the first two instances, service must be made upon a person who must be one of the designated representatives of the corporation. In the last case the service is essentially upon the office itself, irrespective of the consideration whether the person in charge is a representative of the corporation or not. In the third case, the concurrence of the place and the person in charge are essential to the service. In the first two cases, the concurrence of the place and the persons do not appear to be necessary, and there is no reason to require any such concurrence. The officers designated are such as obviously may be presumed to represent the company with a considerable degree of authority, whether in or out of the office and whether or not actively employed at the moment in the service of the corporation. To hold to any other rule or construction of the statute would make it easy for a corporation to render service entirely impossible, while still actively carrying on its business. It would only be necessary to designate a particular place as its office or place of business, while carrying on its actual operations elsewhere, and making only a nominal use of its chief office, so that the office and the representatives of the company would at all times be separated. This supposition is more especially true of the act of 1903 providing for the designation of a statutory agent and also for the designation of the chief office, and concluding with the words, "any process made at such registered place of business and upon such designated agent shall be and is deemed sufficient service upon such corporation." (Laws of 1903, p. 62, Chap. 1.) If this expression be taken literally to mean that process must be served, not only upon the designated agent, but must be served upon him at the registered place of business, then the corporation needs only to separate its designated agent from its designated place of business, to prevent any service whatever under the act. (Newberry v. Ry. Co., 52 Kan. 613.)

But remedial statutes are not construed with the special object of enabling debtors to escape accountability nor to obstruct justice or lay undue burdens upon its administration. It is a uniform rule that they are construed liberally, to advance the remedy. Furthermore, in at least one case in Ohio it has been adjudged that even where suit is brought against a corporation in a county where its chief office is located, summons may be issued to another county and served upon the president of the company in such other county. (Campbell v. Island Park Co., 4 O. Dec., 152.)

In the argument of the case below, the rule was invoked that a foreign corporation having no office and transacting no business in the state cannot be subjected to the jurisdiction of its courts by serving the president or other representative of the company who is casually in the state on his own business and not on the business of the corporation. We are not questioning that rule. It is a rule of comity and interstate law which has never been applied, so far as we can learn, to domestic subdivisions or intra state transactions. A corporation, whether foreign or domestic, which transacts business in the state ipso facto becomes subject to the laws of that state, the jurisdiction of its courts, the exigencies of their process, and all rules of procedure established by common law or by statute, governing the rights and obligations of such corporations. Before any statute was enacted on the subject, it was the rule of the law that the service of process on the head officer of the corporation was sufficient and, indeed, the only proper method to acquire jurisdiction or to bind the corporation. (Tidd's Pr., 121; 19 Ency. Pl. & Pr., 652; DeWolf v. Mallett, 3 Dana, 214; Cloud v. Pierce Cy., 86 Mo. 357; Meriwether v. Bank, Dudley L. (S. C.), 36.)

Far from restricting the rule of the common law in this respect the statutes obviously enlarged the...