State v. the Honorable Max E. Bacon, SC83559

CourtMissouri Supreme Court
Writing for the CourtPER CURIAM
Citation63 S.W.3d 641
PartiesState ex rel., Ford Motor Company, Relator, v. The Honorable Max E. Bacon, Circuit Court of Greene County, Missouri, Associate Division, Respondent. SC83559 Supreme Court of Missouri 0
Docket NumberSC83559
Decision Date08 January 2002

State ex rel., Ford Motor Company, Relator,
v.
The Honorable Max E. Bacon, Circuit Court of Greene County, Missouri, Associate Division, Respondent.

SC83559

Supreme Court of Missouri

01/08/2002

Appeal From: Original Proceeding in Prohibition

Counsel for Appellant: Robert T. Adams, Douglas W. Robinson and Julie A. Shull

Counsel for Respondent: Tamara F. deWild and Richard E. Davis

Opinion Summary:

Five plaintiffs filed product liability lawsuits against Ford Motor Company in Greene County. In each case, Ford challenged venue on the grounds that the events leading to the cases did not occur in Greene County and that it does not maintain an office there. The trial court consolidated the cases for the purpose of deciding the venue issue and concluded that Ford had sufficient connections to Greene County to establish venue. Ford sought a writ from this Court, which issued its preliminary writ in prohibition.

Court en banc holds: Venue is improper in Greene County, and the trial court is ordered to transfer the cases to a proper venue. Although Ford Motor Credit Company is a wholly owned subsidiary of Ford with an office in Greene County, it is a corporate entity that is independent from Ford. Ford Credit does not serve as Ford's agent for the transaction of its usual and customary business because it has no power to alter the legal relations between Ford and third parties. Ford is not a party to Ford Credit's financing contracts, either with the dealers or the customers. Ford Credit also is not subject to any agreement with Ford that restricts or conditions its ability to finance a dealer's inventory purchases or a consumer's vehicle purchase.

Dissenting opinion by Judge White: This writer would hold that the plaintiffs made a sufficient showing of an agency relationship between Ford Motor Company and Ford Motor Credit Company because they proved that Ford Credit provides financing at Ford's direction to facilitate the sale and distribution of Ford-manufactured vehicles. This writer would quash the preliminary order.

Benton and Price, JJ., and Dolan and Richter, Sp.JJ., concur; White, J., dissents in separate opinion filed; Wolff, J., concurs in opinion of White, J. Holstein and Stith, JJ., not participating.

Stephen N. Limbaugh, Jr., Chief Justice

Relator, Ford Motor Company (Ford), is the defendant in several products liability suits pending before respondent in the Circuit Court of Greene County.(FN1) In each case, Ford raised a defense of improper venue and moved to transfer the case to a county where venue was proper. Thereafter, the cases were consolidated for purposes of deciding the venue issue, and the trial court overruled Ford's motions. Ford then sought a writ of prohibition to prevent respondent from proceeding further with the cases, and this Court issued a preliminary order in prohibition. Having determined that venue is improper in Greene County, the writ is now made absolute.

Venue in Missouri is determined by statute. Because Ford is a corporation and is the only party defendant, the relevant venue statute is section 508.040, RSMo 2000:

Suits against corporations shall be commenced either in the county where the cause of action accrued . . . or in any county where such corporations shall have or usually keep an office or agent for the transaction of their usual and customary business.

It is undisputed that the causes of action in the several suits did not accrue in Greene County and that Ford does not maintain an office in Greene County. Instead, plaintiffs predicate venue on the fact that Ford Motor Credit Company (Ford Credit), Ford's wholly-owned subsidiary, does maintain an office in Greene County and that Ford Credit acts as Ford's "agent for the transaction of its usual and customary business" there. Accordingly, it must be determined whether Ford Credit is Ford's agent.

"Agency is the fiduciary relation which results from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control, and consent by the other so to act." Restatement (Second) of Agency sec. 1 (1958); State ex rel. Elson v. Koehr, 856 S.W.2d 57, 60 (Mo. banc 1993). The Restatement specifically states, "A corporation does not become an agent of another corporation merely because a majority of its voting shares is held by the other." Restatement (Second) of Agency sec. 14M. Therefore, an agency relationship between a parent and its subsidiary may only be established if the elements of an agency relationship exist. Id. at sec. 14.

In Elson, this Court adopted the Restatement definition of an agency relationship, which sets out...

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31 practice notes
  • Blanks v. Fluor Corp., No. ED 97810.
    • United States
    • Court of Appeal of Missouri (US)
    • September 16, 2014
    ...the agent manifests assent or otherwise consents so to act.” Restatement Third, Agency § 1.01 ; State ex rel. Ford Motor Co. v. Bacon, 63 S.W.3d 641, 642 (Mo. banc 2002).Because the fundamentals of agency law include the concept that the agent is a substitute for the principal, it is, accor......
  • A.O.A. v. Rennert, Case No. 4:11 CV 44 CDP
    • United States
    • United States District Courts. 8th Circuit. United States District Court (Eastern District of Missouri)
    • October 16, 2018
    ...conduct of the agent. Blanks v. Fluor Corp. , 450 S.W.3d 308, 382-383 (Mo. Ct. App. 2014) (quoting State ex rel. Ford Motor Co. v. Bacon, 63 S.W.3d 641, 642 (Mo. banc 2002) ). New York law is similar; three elements are necessary to show an agency relationship: a manifestation the agent sha......
  • Ingham v. Johnson & Johnson, No. ED 107476
    • United States
    • Missouri Court of Appeals
    • June 23, 2020
    ...where an agency relationship is established between a parent corporation and its subsidiary. See State ex rel. Ford Motor Co. v. Bacon , 63 S.W.3d 641, 642 (Mo. banc 2002). Plaintiffs’ brief on appeal primarily argues specific jurisdiction over J&J is proper because the MSA between JJCI and......
  • Austin v. Int'l Bhd. of Elec. Workers, No. 4:11-CV-1029 CEJ
    • United States
    • U.S. District Court — Eastern District of Missouri
    • March 2, 2012
    ...and a third party is a factual inquiry this is determined by evidence of actual authority. Cf. State ex rel. Ford Motor Co. v. Bacon, 63 S.W.3d 641, 644 (Mo. 2002). Neither of these analyses require more than mere reference to IBEW's constitution. The language of the constitution may be pro......
  • Request a trial to view additional results
31 cases
  • Blanks v. Fluor Corp., No. ED 97810.
    • United States
    • Court of Appeal of Missouri (US)
    • September 16, 2014
    ...the agent manifests assent or otherwise consents so to act.” Restatement Third, Agency § 1.01 ; State ex rel. Ford Motor Co. v. Bacon, 63 S.W.3d 641, 642 (Mo. banc 2002).Because the fundamentals of agency law include the concept that the agent is a substitute for the principal, it is, accor......
  • A.O.A. v. Rennert, Case No. 4:11 CV 44 CDP
    • United States
    • United States District Courts. 8th Circuit. United States District Court (Eastern District of Missouri)
    • October 16, 2018
    ...conduct of the agent. Blanks v. Fluor Corp. , 450 S.W.3d 308, 382-383 (Mo. Ct. App. 2014) (quoting State ex rel. Ford Motor Co. v. Bacon, 63 S.W.3d 641, 642 (Mo. banc 2002) ). New York law is similar; three elements are necessary to show an agency relationship: a manifestation the agent sha......
  • Ingham v. Johnson & Johnson, No. ED 107476
    • United States
    • Missouri Court of Appeals
    • June 23, 2020
    ...where an agency relationship is established between a parent corporation and its subsidiary. See State ex rel. Ford Motor Co. v. Bacon , 63 S.W.3d 641, 642 (Mo. banc 2002). Plaintiffs’ brief on appeal primarily argues specific jurisdiction over J&J is proper because the MSA between JJCI and......
  • Austin v. Int'l Bhd. of Elec. Workers, No. 4:11-CV-1029 CEJ
    • United States
    • U.S. District Court — Eastern District of Missouri
    • March 2, 2012
    ...and a third party is a factual inquiry this is determined by evidence of actual authority. Cf. State ex rel. Ford Motor Co. v. Bacon, 63 S.W.3d 641, 644 (Mo. 2002). Neither of these analyses require more than mere reference to IBEW's constitution. The language of the constitution may be pro......
  • Request a trial to view additional results

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