Roberson v. Greenleaf Johnson Lumber Co.

• Decision Date: 29 September 1910
• Parties: ROBERSON v. GREENLEAF JOHNSON LUMBER CO.
• Court: North Carolina Supreme Court

68 S.E. 1064

153 N.C. 120

ROBERSON v. GREENLEAF JOHNSON LUMBER CO.

Supreme Court of North Carolina

September 29, 1910

Appeal from Superior Court, Martin County; Guion, Judge.

Action by H. A. Roberson, administratrix, against the Greenleaf Johnson Lumber Company. From the denial of a motion for change of venue, defendant appeals. Affirmed.

The plaintiff instituted this action against the defendant, a corporation, in Martin County, to recover damages for the negligent killing of her intestate, J. W. Roberson, while in the service of the defendant. The injuries resulting in immediate death of Roberson were received by him in Warren county. His honor found the following facts: "That the plaintiff administratrix and her intestate were residents of the county of Martin at the date of the alleged death of intestate. That the Greenleaf Johnson Lumber Company is a corporation engaged in the lumber business, with its principal office and place of business in Warren county, and in connection with its lumber business is engaged in running and operating a steam railroad for the transportation of its own logs and lumber only, and neither equipped for nor engaged in the transportation of passengers thereon; said road being operated under and by virtue of the special acts of the General Assembly, Private Acts 1889, chapter 27." Whereupon his honor denied the motion for a change of venue and the defendant excepted, and appealed to this court.

Winston & Matthews, for appellant.

MANNING J.

While section 3 of the act incorporating the defendant (Priv. Laws 1889, c. 27) provides that Norfolk, Va., shall be the place of its principal office, this court held in Simmons v Steamboat Company, 113 N.C. 147, 18 S.E. 117, 22 L. R A. 677, 37 Am. St. Rep. 614: "It has been held, without reference to any express provision of law or specific requirement of the charter, that it is the duty of a corporation to keep its principal place of business, its books and records, and its principal officers within the state which incorporates it, to an extent necessary to the fullest jurisdiction and visitorial power of the state and its courts, and the efficient exercise thereof in all proper cases which concern said corporation." While at the time of that decision--1893--there was no statute specifically imposing such duty upon a corporation created under the laws of this state, it was held that there was "a general system of legislation" imposing such duty. But Acts 1901, c. 2, § 49, now section 1179 Revisal 1905, specifically requires that "every corporation shall maintain a principal office in this state, and have an agent in charge thereof, wherein shall be kept the stock and transfer books for the inspection of all who are authorized to see the same, and for the transfer of stock," and the same act, now section 1176, Revisal, provides the method to be pursued to change the location of the principal office from one place in the state to another in the state. Although a domestic corporation may be authorized to maintain an office at some point beyond the state, at which some corporate meetings may be held, under our present statutes the corporation is not absolved from the duty of maintaining a principal office in some county in this state, which fixes its residence in such county for the purpose of suing and being sued. ...