National Truckers Service, Inc. v. Aero Systems, Inc.
Decision Date | 21 April 1972 |
Docket Number | No. 17299,17299 |
Parties | NATIONAL TRUCKERS SERVICE, INC., Appellant, v. AERO SYSTEMS, INC., Appellee. |
Court | Texas Court of Appeals |
Hudson, Keltner, Smith & Cunningham, and Hershel R. Payne, Fort Worth, for appellant.
Cantey, Hanger, Gooch, Cravens & Munn, and Sloan B. Blair, Fort Worth, for appellee.
National Truckers Service, Inc., plaintiff (appellant), filed suit against Aero Systems, Inc., defendant (appellee), a Florida corporation, seeking to collect a debt arising out of a written guaranty agreement executed by Aero Systems, Inc. Service of process was obtained on Aero Systems, Inc., pursuant to the provisions of Article 2031b, Vernon's Ann.Tex.Civ.St. Aero Systems, Inc., filed a special appearance pursuant to the provisions of Rule 120a, Texas Rules of Civil Procedure, objecting to the jurisdiction of the trial court on the ground that defendant, Aero Systems, Inc., was not amenable to process issued by the courts of Texas. The trial court sustained defendant's special appearance and rendered judgment dated September 10, 1971, by which it dismissed plaintiff's suit against defendant, Aero Systems, Inc., for want of jurisdiction over the person or property of defendant, Aero Systems, Inc.
The appellee concurs in the above statement of the nature and result of the suit and adds that at the hearing the parties stipulated as follows:
'It is stipulated that the defendant, Aero Systems, Inc., is a foreign corporation and is not within the jurisdiction of this Court or amenable to the process of this Court, unless the evidence produced by plaintiff at this hearing establishes the contrary.'
This appeal from the judgment of dismissal is based upon three points of error by which the appellant asserts that the trial court erred (1) in holding that the plaintiff was not a resident of the State of Texas within the meaning of Art. 2031b, V.A.T.S.; (2) in sustaining defendant's special appearance and dismissing this suit for want of jurisdiction over the person or property of the defendant; and (3) in dismissing plaintiff's suit for want of jurisdiction over the person or property of defendant, Aero Systems, Inc., because the undisputed facts show that defendant corporation had sufficient minimum contacts with the State of Texas that the maintenance of this suit does not offend traditional notions of fair play and substantial justice.
We reverse and remand.
In this opinion National Truckers Service, Inc., will be referred to as NTS or as plaintiff or appellant. The Florida corporation, Aero Systems, Inc., will be referred to as Aero, or as appellee or defendant.
Service of process was obtained on Aero under the provisions of Art. 2031b, V.A.T.S. All parties agree that service of process was properly made pursuant to the provisions of Art. 2031b. The provisions of this statute pertinent to this appeal are as follows:
We will first discuss Aero's basic argument to the effect that NTS, being a Maryland corporation, was not a resident of the State of Texas and therefore did not meet the requirement as set out in Sec. 4 of Art. 2031b. The only evidence is the testimony of Collins Burton, President of NTS, and a stipulation that defendant, Aero, is a foreign corporation. The evidence is summarized as follows:
1. Since April, 1964, NTS has maintained and still maintains its only corporate offices and its principal place of business in Fort Worth, Tarrant County, Texas. It does not maintain offices at any place other than Fort Worth, Tarrant County, Texas.
2. In February, 1969, NTS became a subsidiary of Peterson, Howell & Heather, a Maryland corporation, and at that time incorporated under the laws of the State of Maryland but was also domesticated in the State of Texas, where it maintains its principal office and place of business.
Fletcher Cyc. Corp. (Perm. Ed.) Vol. 8, Sec. 4029, 'Corporation as 'citizen,' 'resident' or 'inhabitant' for jurisdictional purposes--In general,' states that: 'As a general rule, for jurisdictional purposes, corporations are deemed 'residents' or
The universal rule above referred to has been followed in the cases of United Barge Co. v. Logan Charter Service, Inc., 237 F.Supp . 624 (U.S.D.C., Minn., 1964); C. H. Leavell & Company v. Doster, 211 So.2d 813 (Miss.Sup., 1968); and Nottingham v. Newmarket Mfg. Co ., 84 N.H. 419, 151 A. 709 (1930). See other authorities cited under Sec. 4029 of Fletcher, supra.
No Texas cases have been cited and we have been unable to find any Texas decision relating specifically to whether or not a foreign corporation licensed to do business in Texas is a 'resident of the State' as that term is used in Art. 2031b, V.A.T.S.
The Texas Business Corporation Act, Vol. 3A, V.A.T.S., Art. 8.02, provides that:
'A foreign corporation which shall have received a certificate of authority under this Act shall, . . . enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authority is issued; . . ..'
In the case of Pittsburg Water Heater Co. v. Sullivan, 115 Tex. 417, 282 S.W. 576 (Tex.Com.App., 1926), the court said: 'But we are clear in our view that, under the decisions of our courts, and under the express provision of our statutes aforesaid, a foreign corporation is, in any event, a resident of that county in Texas where its principal office is maintained.'
' It is apparently the settled law that the residence or domicile of a corporation, domestic or foreign, is where it maintains its principal place of business.' Merchants Fast Motor Lines v. Levens 161 S.W.2d 853 ( ).
' It is the general rule that a corporation is an inhabitant of the state under whose law it is incorporated but that it has a residence wherever it conducts its ordinary business.' Mergenthaler Linotype Co. v. Herrmann, 211 S.W.2d 633 ( ).
Sanders v. Farmers' State Bank, 228 S.W. 635 ( ).
See also Jaques Power Saw Co. v. Womble, 207 S.W.2d 206 ( ); Handy v. Uniroyal, Inc., 298 F.Supp. 301 (U.S.D.C., Del., 1969); and Wirt Franklin Petroleum Corporation v. Gruen, 139 F.2d 659 (5th Cir., 1944).
In applying the rules announced by the authorities above cited, to the facts of this case we find and hold that NTS, a foreign corporation, licensed to do business in the State of Texas, is a 'resident of the State' as that term is used in Art. 2031b. We agree with the Mississippi court in C. H. Leavell & Company v. Doster, supra, in stating that in our opinion it would be a denial of equal protection of the laws to permit a suit against a foreign corporation legally qualified to do business in Texas and to deny it access to our courts in initiating a suit.
We next consider the question of whether or not the Florida...
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IN RE PERRY
...law it is incorporated but that it has a residence wherever it conducts its ordinary business." Nat'l Truckers Serv., Inc. v. Aero Sys., Inc., 480 S.W.2d 455, 457 (Tex.Civ.App.-Ft. Worth 1972); see also Reddy Ice Corp., 145 S.W.3d at 342. This pronouncement would seem to indicate that the t......
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...ref'd n. r. e.) "that the reach of art. 2031b is limited only by the United States Constitution." See also National Truckers Service, Inc. v. Aero Systems, Inc., 480 S.W.2d 455 (Tex.Civ.App. — Fort Worth 1972, writ ref'd. n. r. e.). The Federal Courts have similarly construed article 2031b.......
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Royal Bank of Canada v. Trentham Corp.
...in a case similar to the one presented here by citing with approval the case of National Truckers Service, Inc. v. Aero Systems, Inc., 480 S.W.2d 455 (Tex. Civ.App.-Ft. Worth 1972, writ ref'd n. r. e.). In that case the Defendant Aero, a Florida corporation, had been doing business in Texas......
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Rubinstein v. Lucchese, Inc., 02–15–00317–CV
...guarantor to suit in Texas has been reviewed in differing factual contexts. See Nat ' l Truckers Serv., Inc. v. Aero Sys., Inc. , 480 S.W.2d 455, 458–59 (Tex.Civ.App.—Fort Worth 1972, writ ref'd n.r.e.); see also J.D. Fields & Co. v. W.H. Streit, Inc. , 21 S.W.3d 599, 604 (Tex.App.—Houston ......