Ward v. Fairway Operating Co., A-9142

• Decision Date: 09 January 1963
• Docket Number: No. A-9142,A-9142
• Parties: Travis WARD, Petitioner, v. FAIRWAY OPERATING COMPANY, Inc., et al., Respondents.
• Court: Texas Supreme Court

Page 194

364 S.W.2d 194

Travis WARD, Petitioner, v. FAIRWAY OPERATING COMPANY, Inc., et al., Respondents.

No. A-9142.

Supreme Court of Texas.

Jan. 9, 1963.

Rehearing Denied Feb. 6, 1963.

Dawson & Dawson, Mays & Jacobs, Roe, Ralston & McWilliams, Corsicana, Moore & Holland, Athens, for petitioner.

Wilson, Miller, Spivey & Steger, Tyler, William J. McKie, Corsicana, Spruiell, Lowry, Potter, Lasater & Guinn, Tyler, for respondents.

STEAKLEY, Justice.

Petitioner sued the two respondent corporations, Fairway Operating Company, Inc., and Fairway Oil and Gas Company, Inc., and the individual respondents, in Navarro County. We are concerned in this opinion with only the latter corporation. All respondents filed pleas of privilege claiming residence in Smith County. Petitioner by controverting affidavits asserted venue in Navarro County as to Fairway Oil and Gas Company, Inc., in virtue of its designation of a registered office in Navarro County as required by Article 2.09, subd. A(1) of the Texas Business Corporation Act, Vernon's Annotated Civil Statutes. Venue in Navarro County was asserted as to the individual respondents under Subdivision 4 of Article 1995, Revised Civil Statutes. After hearing, the trial court sustained the pleas of privilege of all of the respondents and ordered the case transferred to Smith County; the judgment recited that Smith County is 'the residence of said defendants.'

The Waco Court of Civil Appeals affirmed the judgment upon the holding that the designation by the corporation of its registered office in Navarro County did not constitute the corporation a resident of Navarro County for venue purposes. 358 S.W.2d 143. The court recognized conflict with the Dallas Court of Civil Appeals in United States Furniture Corporation v. Twilite Mobile Homes Manufacturing Co., Tex.Civ.App., 355 S.W.2d 851, in which it was held that Articles 2.09 and 3.02 of the Texas Business Corporation Act established the residence of corporations for venue purposes.

Article 3.02, subd. A(10) of the Business Corporation Act requires the articles of incorporation to set forth 'the post office address of its initial registered office and the name of its initial registered agent at such address.'

Article 2.09, Subdivision A, requires a corporation to 'have and continuously maintain in this State: (1) A registered office which may be, but need not be, the same as its place of business. (2) A registered agent, which agent may be either an individual resident in this State whose business office is identical with such registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this State which has a business office identical with such registered office.'

Article 2.10 authorizes a corporation to change its registered office or registered agent by filing in the office of the Secretary of State a statement to such effect containing the information outlined in the article.

We construe the phrase in Article 2.09, subd. A(1) 'which (registered office) may be, but need not be, the same as its place of business,' as legislative authorization for a corporation to have its registered office and agent correspond, or not, at the option of the corporation, with its principal office or place of business; but that the place of its designated registered office and agent shall constitute a statutory place of residence of the corporation where it can always be found. The required dual designation of registered office and agent may not be considered, in legislative purpose, as contemplating only service of process since registered agent alone would suffice. The statute as so construed is not onerous or unfair to a corporation since it can eliminate a statutory residence where it ceases to have any business activity or presence by complying with Article 2.10 of the Act.

We also ascribe to the legislature in the enactment of these Articles of the Business Corporation Act an intent to...