Vicksburg S. & P. R. v. Forcheimer , 113 Miss. 531 ( 1917 )

StuyeNS, J.,

delivered the opinion of the court.

The only point relied upon by appellant is the contention that the circuit court of Warren county had no jurisdiction of this suit, and that the assumption of jurisdiction by the trial court was a denial to appellant of due process of law, contrary to the Fourteenth Amendment to the federal Constitution. The question was raised by special pleas, charging that the plaintiff in the declaration was a resident citizen of the state of Illinois; that the defendant, appellant, here, was a corporation created by the laws of Louisiana; and that the defendant had not entered the state of Mississippi for the purpose of doing an intrastate business, but, on the contrary, was a non-resident corporation. A demurrer was interposed to these special pleas, and by the court sustained. In addition to the averments of the pleas, there is for the purposes of this appeal a written stipulation in the record as follows: '

“It is agreed that the defendant is a corporation, chartered, organized and existing under the laws of the state of Louisiana and domiciled in the state of Louisiana. It is also agreed that the defendant has an agent here and transacts business in the city of Vicksburg, state of Mississippi, as set out in their plea. It is further agreed that the defendant is not engaged in intrastate business in the limits of the state of Mississippi. ’ ’

Chapter 123, Laws 1908, is as follows:

“Section 1. Be it enacted by the legislature'of the state of Mississippi, that section 919, Mississippi Code of 1906, be and the same is so amended as to read as follows :

“Any corporation claiming existence under the laws of any other state or of any other ’ country foreign to the United States, found doing business- in this state, shall be subject to suit here to the same extent that corporations of this state are, whether the cause of action accrued in this state or not,” etc.

If we should look alone to our statute and the decisions of this court, this case would be affirmed without a written opinion. See New Orleans, etc., R. Co. v. Wallace, 50 Miss. 244; Pullman Palace Car Co. v. Laurence, 74 Miss. 782, 22 So. 53. It is contended on behalf of appellant that these decisions. were rendered years ago, and are contrary to the later development of the law as declared by the federal supreme court. It is in response to this argument that we state briefly the views which induce us to affirm the judgment of the court below.

The policy of our state is to open the door of our courts to all foreign corporations desiring to sue on any proper cause of action, and to subject foreign corporations to suit here the same as individuals. This is the express declaration of our statute, and this has been the holding of our court since the rendition of the decision in Railroad Co. v. Wallace, supra. This decision was rendered in 1874, and the court, by PeytoN, C. J., made the following very positive declaration:

“Corporations are* artificial persons, existing only in contemplation of law. They must dwell in the place of their creation and cannot migrate to another state. But they are liable to be sued like' natural persons in transitory actions arising ex contractu or ex delicto, in any state, where legal service of process can be had. And upon a thorough examination of the law upon this subject, we have not been able to find much ground to doubt whether a private corporation of another state could be held to answer to an action in our courts. We can see no very good reason why artificial persons should not be liable to suit in the courts of another state, as well as natural persons. Day v. Essex Co. Bank, 13 Vt. 101; Angel and Ames on Corporations, 428, and 14 La. 415. In transitory actions, foreign private corporations, like natural persons, may be sued anywhere where the court can obtain jurisdiction of the corporation either by legal service of process or its appearance by attorney.”

And again in Pullman Co. v. Lawrence, supra, our court, through Woods, C. J., reviewed not only the authorities of our state court, but the leading authorities elsewhere, and, in an elaborate opinion, reaffirmed the holding. In construing our statute the court in this case says:

“By this statute our courts are thrown wide open to foreign corporations, and they are made liable to suit just as individual nonresidents are. They may be proceeded against by attachment, in proper cases, just as individual nonresidents are liable to be proceeded against, or, if legal process can be served on them in this state, they may be sued in any other appropriate form of action, just as individual nonresidents who may come into this state and he legally served with process may he sued in any appropriate action.”

We are unable to appreciate the argument that' the prosecution of this suit in the Mississippi court denies to appellant due process of law. It must he admitted that the circuit court of Warren county is an impartial tribunal, competent under our laws to pass judgment upon the subject-matter of this suit; and the only possible jurisdictional question is whether appellant was lawfully summonsed or brought within the jurisdiction of the court and given an opportunity to be heard in defense of plaintiff’s case. The learned circuit court unquestionably had jurisdiction of the subject-matter. Did it then have jurisdiction of the person? It appears that a summons was issued and served in due form upon appellant’s regular agent at Vicksburg, Miss.; and in response to this summons appellant appeared by attorney and pleaded to the jurisdiction. It is agreed that, while appellant was a corporation, chartered and existing under the laws of the state of Louisiana, it “has an agent here and transacts business in the city of Vicksburg, state of Mississippi.” The agent upon whom the process was served was one of the regular agents of the corporation, and not some official designated by statute to accept process for a corporation of this kind. The corporation cannot do business except through its officers and agents; so, likewise, it cannot be served with process except upon its officers and agents. The fact that appellant is found in Warren county doing merely an interstate business is immaterial. When a corporation enters Mississippi for the purpose of doing an interstate business, the corporation itself is here found doing business, and process can here lawfully be served upon the regular agents of the corporation. There can be no question that the corporation was duly served with process. More than this, the corporation appeared and by its appearance was in court for all lawful purposes. It attempted to defend by interposing a plea to the jurisdiction. If the court had jurisdiction of the subject-matter, the appearance of defendant removed all doubt as to jurisdiction of the person.

Counsel for appellant rely upon Old Wayne Mutual Life Association v. McDonough, 204 U. S. 8, 27 Sup. Ct. 236, 51 L. Ed. 345, and Simon v. Southern Railway Co., 236 U. S. 115, 35 Sup. Ct. 255, 59 L. Ed. 492. These cases are easily differentiated from the case at bar. The jurisdiction in each of these two cases was obtained by service of process upon an agent designated by state statute and not upon an officer or tona fide agent of the defendant company. It does not appear that either the Pennsylvania or the Louisiana statute involved in these two cases, respectively, expressly authorized a suit against*a foreign corporation on a cause of action which did not accrue within the state enacting the statute in question. Our statute in this regard is much more comprehensive, and expressly authorizes suit here, “whether the cause of action accrued in this state or not.” But aside from this difference in the state statutes involved, there was no personal service of process in either of the two cases relied upon. The syllabus to the Old Wayne Case recites expressly-that the nonresident “was not personally served with process within the state, and who made no appearance in the action.” The court in its opinion, called attention to the fact that the Pennsylvania statute “is only directed against insurance companies who do business in that commonwealth — 'in this state;’ ” and that the insurance corporation in that case should not be held to have impliedly assented to service of process upon the insurance commissioner where the cause of action did not accrue in Pennslyvania. But there was total absence of personal service of process in that case, and the corporation did not appear by agent or attorney. So, likewise, in the Simon Case, supra, there was no personal service of process upon the corporation, but a substituted service upon a state official designated by statute. The gist of the opinion is found in the following language employed by. the court:

“We therefore purposely refrain from passing upon either of the propositions decided in the courts below, and without discussing the right to sue on a transitory cause of action and serve the same on an agent voluntarily appointed by the foreign corporation, we put the decision here on the special fact, relied on in the court below, that in this case the cause of action arose within the state of Alabama, and the suit therefor, in the Louisiana court, was served on an agent designated by a Louisiana statute. ’ ’

Then again:

“But this power to designate by statute the officer upon whom service in suits against foreign corporations may he made relates to business and transactions within the jurisdiction of the state enacting the law.”

The company in this last-named case made no appearance, and the default judgment, in the opinion of the federal supreme court, was absolutely void. No such case is here presented. The great weight of modern authority is to the effect that a foreign corporation may he sued where it is found just the same as an individual, and this we understand to he the holding of the federal courts themselves. Lafayette Ins. Co. v. French, 18 How. 404, 15 L. Ed. 451; St. Clair v. Cox, 106 U. S. 350, 1 Sup. Ct. 354, 27 L. Ed. 222; Barrow S. S. Co. v. Kane, 170 U. S. 100, 18 Sup. Ct. 526, 42 L. Ed. 964; Denver & R. G. R. R. v. Roller, 100 Fed. 738, 41 C. C. A. 22, 49 L. R. A. 77; Nickerson v. Boiler Co. (D. C.), 223 Fed. 843; 12 R. C. L. 104. In Barrow S. S. Co. v. Kane, supra, the court says:

“The constant tendency of judicial decisions in modern times has been in the direction of putting corporations upon the same footing as natural persons in regard to the jurisdiction of suits by or against them.”

Decisions of state courts could he multiplied. Many of them are cited in the briefs.

Affirmed.