Sieg v. Int'l Envtl. Mgmt., Inc.

• Decision Date: 31 July 2012
• Docket Number: No. WD 74100.,WD 74100.
• Citation: 375 S.W.3d 145
• Parties: Ricky SIEG and Jennifer Sieg, Respondents, v. INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC., Appellant.
• Court: Missouri Court of Appeals

375 S.W.3d 145

Ricky SIEG and Jennifer Sieg, Respondents,

v.INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC., Appellant.

No. WD 74100.

Missouri Court of Appeals, Western District.

June 19, 2012.

Motion for Rehearing and/or Transfer to

Supreme Court Denied July 31, 2012.

Application for Transfer Denied Sept. 25, 2012.

R.L. Veit, Mark A. Ludwig, and Ryan J. McDaniels, Jefferson City, MO, for Respondents.

Russell F. Watters, Timothy J. Wolf, Patrick A. Bousquet, and Patrick T. Cody, St. Louis, MO, Edward D. Robertson, Jr., Jefferson City, MO, for Appellant.

Before Division Two: MARK D. PFEIFFER, Presiding Judge, and KAREN KING MITCHELL and GARY D. WITT, Judges.

KAREN KING MITCHELL, Judge.

This is a service of process case. The first issue is whether, under Missouri law, service upon the registered agent of a foreign corporation was valid when the corporation (1) had been administratively dissolved by the Secretary of State; (2) had a second certificate of authority issued from the Secretary of State, listing the agent who was served as the registered agent; (3) had been administratively dissolved with respect to the second certificate of authority; (4) had updated the first certificate of authority, but not the second, by listing a new registered agent; and (5) had not statutorily revoked or changed the authority of the agent who was served. The second issue is, if such service was valid under Missouri law, whether the relevant Missouri rules and statutes, in allowing service in this manner, violate the Due Process clause of the Fourteenth Amendment. We hold that service was valid and that such service does not violate due process. Accordingly, we affirm.

Facts and Procedural Background

On August 19, 1996, Missouri's Secretary of State issued a certificate of authority for Appellant International Environmental Management, Inc. (“IEM”) to do business in this state. The certificate identified IEM by the number 00430217 (“the first certificate of authority”). At that time, IEM's registered agent was The Corporation Company. On August 31, 1998, the Secretary of State “administratively dissolved” IEM for failure to file an annual report. On November 9, 2000, IEM filed, with the Secretary of State, a document changing its registered agent from The Corporation Company to John S. Pletz.

On June 19, 2006, Respondent Ricky Sieg was injured in Missouri by a trash compactor that was allegedly manufactured, installed, and maintained by IEM.

Four days later, on June 23, 2006, IEM applied with the Secretary of State for a second certificate of authority. The application named United Corporate Services, Inc. (“UCS”) as IEM's registered agent. That same day, the Secretary of State issued a certificate of authority for IEM to do business in Missouri (“the second certificate of authority”). The second certificate of authority identified IEM by number 747488. In 2006, UCS, in its capacity as IEM's registered agent, filed with the Secretary of State two separate change of address forms, both identifying IEM by the number associated with the second certificate of authority. On January 26, 2007, the Secretary of State administratively dissolved IEM (for failure to file an annual report), identifying it by the number associated with the second certificate of authority.

On August 29, 2007, UCS, in its capacity as IEM's registered agent, filed with the Secretary of State a change of address form, identifying IEM by the number associated with the second certificate of authority.

On November 5, 2007, CT Corporation System (“CT Corporation”) filed, with the Secretary of State, a change of registered agent form, identifying IEM by the number associated with the first certificate of authority, and changing IEM's registered agent on the first certificate from John S. Pletz to CT Corporation. However, CT Corporation filed nothing with respect to the second certificate of authority.

On August 20, 2009, Sieg and his wife, Respondent Jennifer Sieg, filed a lawsuit against IEM. On August 24, 2009, a process server served UCS with the summons and the petition. Since its last contact with UCS, IEM had changed both its physical address and its email address. Accordingly, UCS did not forward the summons and the petition to IEM's correct address. IEM does not argue that UCS put the Siegs on notice that (1) it had forwarded the summons and the petition to the wrong address; or (2) IEM may have attempted to revoke UCS's authority to accept service.

IEM did not plead, nor did it otherwise defend, and the circuit court accordingly entered an interlocutory order of default. The court then held a hearing to determine damages, and, on March 18, 2010, it entered a default judgment in the amount of $9,229,360.35 for Sieg and $500,000 for Jennifer Sieg.

On March 18, 2011, the Siegs' attorney sent IEM a letter, addressed to its corporate headquarters in Georgia, stating that he intended to execute the judgment. On April 15, 2011, IEM filed a Motion for Relief From Void judgment, arguing that the Siegs had not achieved valid service of process in the lawsuit that led to the default judgment and that its right to due process had been violated. The circuit court held hearings on the motion and ultimately entered a judgment denying it. IEM appeals.

Standard of Review

Ordinarily, we review the circuit court's ruling on a motion to set aside a judgment under Rule 74.06 for an abuse of discretion. However, whether a judgment should be vacated because it is void is a question of law that we review de novo; we give no deference to the circuit court's decision.

Kerth v. Polestar Entm't, 325 S.W.3d 373, 378 (Mo.App. E.D.2010) (internal citations omitted). De novo review means that we will apply the same standard that applied below. Am. Nat'l Prop. & Cas. Co. v. Ensz & Jester, P.C., 358 S.W.3d 75, 80 (Mo.App. W.D.2011).

Courts favor finality of judgments, so the concept of a void judgment is narrowly restricted. Forsyth Fin. Grp., LLC v. Hayes, 351 S.W.3d 738, 740 (Mo.App. W.D.2011). A judgment is void under Rule 74.06(b)(4) only if the circuit court that rendered it (1) lacked subject matter jurisdiction; (2) lacked personal jurisdiction; or (3) entered the judgment in a manner that violated due process. Id.“Valid service of process is a prerequisite to personal jurisdiction, and failure to comply with statutory requirements of process deprives the court of authority to adjudicate.” Maddox v. State Auto. Mut. Ins. Co., 356 S.W.3d 231, 234 (Mo.App. E.D.2011). Accordingly, a judgment is void if it was rendered against a defendant who had not been served. Id.

Analysis

I. Whether the Siegs' service of IEM complied with Missouri law

IEM argues that service of process was invalid in that, under section 351.594,¹ service cannot be made on a foreign corporation's registered agent once the foreign corporation is no longer authorized to do business in Missouri; IEM argues in the alternative that, once a foreign corporation is no longer authorized to do business in Missouri, service can be made only on the foreign corporation's last appointed registered agent, and CT Corporation, not UCS, was the last appointed registered agent. We disagree.

a. The administrative dissolution of IEM did not automatically revoke its registered agent's authority to accept service of process.

“Personal service within the state shall be made as follows: ... Upon a ... foreign corporation ... by delivering copies [of the summons and the petition] to its registered agent....” Rule 54.13(b)(3). “Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.” § 351.602.5.

Section 351.594 provides as follows:

1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process ...

2. A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent corporate registration report, if the foreign corporation:

...

(3) Has had its certificate of authority revoked under section 351.602.

If the corporation has no secretary or if the secretary cannot, after the exercise of reasonable diligence, be served, then service on the corporation may be obtained by registered or certified mail, return receipt requested, addressed to any person designated as a director or officer of the corporation at any place of business of the corporation, or at the residence of or any usual business address of such director or officer.

...

4. This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.

(Emphasis added.)

When construing statutes and Supreme Court Rules together, we apply the ordinary rules of construction, beginning with the principle that the relevant language should be given its plain and ordinary meaning. Hanks v. Rees, 943 S.W.2d 1, 4 (Mo.App. S.D.1997). To the extent there is any apparent discrepancy between a statute and a Supreme Court Rule, we attempt to harmonize their provisions. Ford Motor Credit Co. v. Updegraff, 218 S.W.3d 617, 623 (Mo.App. W.D.2007). When the words used by the Supreme Court and the General Assembly are clear and unambiguous, no resort to the canons of construction is necessary. Scoggins v. Timmerman, 886 S.W.2d 135, 137 (Mo.App. W.D.1994).

Here, the relevant language provides, in clear and unambiguous terms, that (1) a plaintiff may serve a foreign corporation by delivering copies of the summons and the petition to the corporation's registered agent, Rule 54.13(b)(3); § 351.594.1; and (2) revocation of the foreign corporation's certificate of authority ² does not terminate the agent's authority. § 351.602.5. Thus, under the plain language of Rule 54.13(b)(3) and sections 351.594.1 and 351.602.5, a...