State ex rel. Willamette Lbr. Co. v. Cir. Ct., Mult. Co.
| Decision Date | 29 November 1949 |
| Citation | 187 Or. 591,211 P.2d 994 |
| Parties | STATE EX REL. WILLAMETTE NATIONAL LUMBER CO. <I>v.</I> CIRCUIT COURT FOR MULTNOMAH COUNTY |
| Court | Oregon Supreme Court |
4. Before effective date of statute providing that objections taken by motion on special appearance shall not be waived by subsequent general appearance, a general appearance by defendant after denial of motion to quash service of summons waived objections to venue raised by motion to quash. O.C.L.A. § 10-607a.
Appearance — "Special appearance" — "General appearance"
5. An appearance for the sole purpose of quashing the service of a summons is a "special" and not a "general appearance".
See Words and Phrases, Permanent Edition, for other judicial constructions and definitions of "General Appearance" and "Special Appearance."
Venue — Statutes — Procedural — Jurisdictional
6. Statutes relating to venue are procedural merely and not jurisdictional in the strict sense.
Mandamus — Compel court to set aside order
7. Where defendant corporation's motion to quash service of summons on ground that its principal office and place of business was in another county where plaintiff's cause of action, if any, arose, was denied before effective date of statute providing that objections taken by motion on special appearance shall not be waived by subsequent general appearance, mandamus would lie to compel court to set aside order denying motion to quash and enter an order quashing service of summons. O.C.L.A. §§ 1-403, 1-605(1), 10-607a.
Corporations — Venue — Transitory actions against domestic corporations
8. The venue of transitory actions against domestic corporations may be laid only in the county in which cause of action arose or county in which corporation maintains its principal place of business. O.C.L.A. §§ 1-403, 1-605 (1).
Corporations — Venue — Transitory actions — "Principal place of business"
9. A corporation may have only one "principal place of business" for the purpose of fixing venue of transitory actions against it, quoted adjective being used in the sense of chief or main. O.C.L.A. §§ 1-403, 1-605(1).
See Words and Phrases, Permanent Edition, for other judicial constructions and definitions of "Principal Place of Business".
Corporations — Legal entity — Place of residence
10. A corporation is a legal entity, separate and distinct from the persons who comprise its stockholders, directors, or officers, and the place of residence of corporation is not determined by the residence or domicile of stockholders, directors or officers, or by the place where they hold their meetings.
Corporations — Legislative purpose in requiring articles of incorporation to designate principal place of business
11. The legislative purpose in requiring a corporation to designate in its articles of incorporation the place in which its principal office or place of business is to be located is to fix the residence of corporation for venue purposes, facilitate service of process, establish the corporate situs for purposes of taxation, and apprise stockholders of where they may go to inspect books and records of corporation. O.C.L.A. § 77-210.
Bankruptcy — Statement in corporate charter as to location of principal place of business is not conclusive
12. In a proceeding under Bankruptcy Act, a statement in charter of corporation as to location of its principal place of business is not conclusive, the real question being where its principal place of business was in point of fact during the period fixed by the act. Bankr. Act, § 2, 11 U.S.C.A. § 11.
Corporations — Principal place of business — Venue
13. Designation in articles of incorporation of principal place of business is not conclusive for venue purposes where corporation does not in fact maintain any office or place of business at the place designated. O.C.L.A. §§ 1-403, 1-605(1), 77-210, 77-211, 77-213.
Corporations — "Principal office" — Principal place of business
14. Statutes relating to "principal office" and "principal place of business" of domestic corporations used quoted terms as being synonymous. O.C.L.A. §§ 77-204, 77-205, 77-210, 77-211, 77-213.
See Words and Phrases, Permanent Edition, for other judicial constructions and definitions of "Principal Office".
Corporations — Change principal office or place of business — Supplemental articles of incorporation
15. A domestic corporation may lawfully change its principal office or place of business as designated in articles of incorporation only by adopting and filing supplemental articles of incorporation for that purpose. O.C.L.A. §§ 77-210, 77-211.
Corporations — "Principal place of business" — "Residence"
16. The "principal place of business" or "residence" of domestic corporation for purpose of determining venue of tort action against it was in county designated in articles of incorporation as its principal office or place of business in which it conducted its principal business of manufacturing and selling lumber and maintained a sawmill and office under supervision of a plant manager, though books of corporation were kept in another county in which meetings of stockholders and executive officers were held and the business financed. O.C.L.A. §§ 1-403, 1-605(1), 77-210, 77-211.
See Words and Phrases, Permanent Edition, for other judicial constructions and definitions of "Residence".
Corporations — Service of summons — Principal officers — Anywhere in the state
17. Where a domestic corporation is sued in county of its principal place of business, service of summons may be made upon one of its principal officers anywhere in the state. O.C.L.A. §§ 1-403, 1-605(1).
See 18 C.J.S., Corporations, § 177
Original Proceeding in Mandamus.
Frank E. Nash, of Portland, argued the cause for relator. With him on the brief were King, Wood, Miller and Anderson, of Portland.
James T. Landye, of Portland, argued the cause for respondents. On the brief were Green, Landye & Richardson, of Portland.
Before LUSK, Chief Justice, and BRAND, BAILEY, HAY and PAGE, Justices.
Original proceeding in mandamus by the State, on the relation of Willamette National Lumber Company against the Circuit Court of the State of Oregon for Multnomah County and Alfred P. Dobson, one of the judges thereof, to compel respondents to set aside an order denying relator's motion to quash service of summons upon it in tort action commenced in Multnomah County on ground that relator's principal office and place of business was in another county and that cause of action, if any, arose in such county. On demurrer to return to alternative writ.
The Supreme Court, Hay, J., held that mandamus was a proper remedy and that relator's principal place of business for venue purposes was in county designated as such in its articles of incorporation in which it conducted its principal business of manufacturing and selling lumber and maintained a sawmill and office under supervision of a plant manager, and sustained the demurrer and granted a peremptory writ.
This is an original proceeding in mandamus, brought by the relator, Willamette National Lumber Company, an Oregon corporation, against the Circuit Court of the State of Oregon for Multnomah County and Alfred P. Dobson, one of the judges of that court. The proceeding arose out of the following facts, as disclosed by the record before us:
One Marcus Jones, claiming to have received personal injuries while working for relator at its sawmill in Linn County, Oregon, commenced an action in tort against relator, in Multnomah County, Oregon, to recover damages in respect of such injuries. Service of summons in the action was made upon relator in Multnomah County. Relator moved to quash the service, upon the ground that its principal office and place of business was in Linn County, Oregon, and nowhere else, and that the cause of action, if any, arose in Linn County. The motion was supported by the affidavit of William Swindells, relator's vice-president, amplified by his testimony taken before the respondent Judge Dobson. On the hearing of the motion, relator contended that the proper venue of the action was Linn County, and not Multnomah County. The motion to quash was denied, and relator thereupon instituted this proceeding, seeking a writ of mandamus commanding the respondents to set aside the order denying the motion to quash, and, in lieu thereof, to enter an order quashing such service. An alternative writ issued, and in due course the respondents made their return and answer thereto, denying generally (with certain formal admissions) the allegations of the alternative writ, with a further and separate return and answer, which incorporated as a part thereof the testimony of Mr. Swindells, taken before Judge Dobson as above mentioned. The further and separate return, as amplified by the testimony, disclosed the following:
Relator, Willamette National Lumber Company, and Willamette Valley Lumber Co. are separate corporations having separate logging and sawmill operations, but having common management, the cost of which is apportioned between them. Relator owns and operates a sawmill at Foster, in Linn County, and conducts logging operations in Linn County and a sales office in Polk County. A division of relator, doing...
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