3 Robbins. Groel v. United Electric Company of New Jersey. Peckham v. North Parish, 16 Pick. 286; Desper v. Continental Water Meter Co., 137 Mass. 252; Latimer v. Union Pacific Railway Co., 43 Mo. 105; 97 Am. Dec. 378; McQueen v. Middletown Manufacturing Co., 16 Johns, 5; Barnett v. Chicago and Lake Huron Railroad Co., 4 Hun 114; Hulbert v. Hope Insurance Co., 4 How. Pr. 275. It was inevitable, of course, that the unfairness and one-sidedness of the law thus interpreted should be seen and remedied. To hold that a corporation might by comity be admitted within other sovereignties, and might therein make contracts and transact business, and that those in such other sovereignties with whom it contracted and did business must seek it at its home jurisdiction, was to create an unreasonable and unjust preference in favor of the artificial being. "This doctrine of the exemption of a corporation from suit in a state other than that of its creation was the cause of much inconvenience and often of manifest injustice. The great increase in the number of corporations of late years, and the immense extent of their business, only made this inconvenience and injustice more frequent and marked. Corporations now enter into all the industries of the country. * * * Incorporated under the laws of one state, they carry on the most extensive operations in other states." St. Clair v. Cox, 106 U. S. 350; 27 L. Ed. 222 (1882). The remedy was applied by holding that when a foreign corporation came within the boundaries of a sovereignty other than that of its creation, and there made contracts and transacted business, it was answerable there for causes of action there arising, provided service was made there upon some actual representative of the foreign corporation. The courts recognized that the artificial being, like a human being, might and did migrate, and by so doing might and did subject itself to the jurisdiction of the courts where it was found. "Whilst the theoretical and legal view that the domicile of a corporation is only in the state where it is created was admitted. it was perceived that when a foreign corporation sent its officers and agents into other states, and opened offices and carried on Groel v. United Electric Company of New Jersey. 69 Eq. its business there, it was in effect as much represented by them there as in the state of its creation. As it was protected by the laws of those states, allowed to carry on its business within their borders and to sue in their courts, it seemed only right that it should be held responsible in those courts to obligations and liabilities there incurred." St. Clair v. Cox, supra. This jurisdiction, it was held, could be enforced over foreign corporations wherever service could be obtained upon them in accordance with the law of the particular jurisdiction. It being entirely within the powers of each state to exclude foreign corporations, or to admit them within its borders upon conditions, each state has the right to prescribe a mode of service of process upon foreign corporations which will subject them to the jurisdiction of its courts, provided, of course, that such mode is not unreasonable or contrary to the principles of natural justice. Lafayette Insurance Co. v. French, 18 How. 404; 15 L. Ed. 451; Baltimore and Ohio Railway Co. v. Harris, 12 Wall. 65; 20 L. Ed. 354; Ex parte Schollenberger, 96 U. S. 369; 24 L. Ed. 853; St. Clair v. Cox, 106 U. S. 350; 27 L. Ed. 222; In re Louisville Underwriters, 134 U'. S. 488; 33 L. Ed. 991; Societe Fonciere et Agricole Des Etats Unis v. Milliken, 135 U. S. 304; 34 L. Ed. 208; Wilson v. Seligman, 144 U. S. 41; 36 L. Ed. 338; New York, Lake Erie and Western Railway Co. v. Estill, 147 U. S. 591; 37 L. Ed. 292; In re Hohorst, 150 U. S. 653; 37 L. Ed. 1211; Hooper v. State of California, 155 U. S. 648; 39 L. Ed. 297. The State of New Jersey made provision for service upon foreign corporations by the act of 1865. P. L. p. 467. The effect of the decisions and the statutes was not to enlarge the jurisdiction of the court, but to provide a method for enforcing its jurisdiction. When the artificial being came within the state and transacted business it brought itself within the jurisdiction of the courts of the state, but until a method was provided for bringing the foreign corporation before the court, the jurisdiction of the court could not be enforced. When such method was provided it did not serve to give the court any jurisdiction that it did not have before, but merely 3 Robbins. Groel v. United Electric Company of New Jersey. enable it to enforce that which it had. Camden Rolling Mill Co. v. Swede Iron Co., 32 N. J. Law (3 Vr.) 15 (Supreme Court, 1866). There were always, therefore, two questions to be decided before the merits of any such controversy could be reached for determination: First, was the artificial being within the state, transacting business-i. e., was it "found" therein? Second, was the process served upon an actual representative of the corporation in accordance with the provisions of the law of that jurisdiction? It will be perceived that the situation thus created was susceptible of great abuse. Foreign corporations came into states, transacted business therein, incurred obligations, and before process was served upon them withdrew from the state, leaving unsatisfied obligations. The citizens of such state, in whose favor causes of action against the foreign corporation existed, were obliged to seek the latter at its home jurisdiction, however inconvenient and unjust this might be. Our supreme court held that if a corporation went into another state and transacted business, and afterwards withdrew therefrom and ceased to transact business in that state, the jurisdiction of the courts of that state over such corporation, upon a cause of action arising within that state, was enforceable by process served upon its officers within that state. Moulin v. Trenton Insurance Co., 25 N. J. Law (1 Dutch.) 57 (Supreme Court, 1855); followed in National Condensed Milk Co. v. Brandenburgh, 40 N. J. Law (11 Vr.) 111 (Supreme Court, 1878). These cases went further than do the decisions of the supreme court of the United States. In the absence of a designation of an agent, the decisions of the latter limit the right to serve the officers to cases in which the corporation is actually engaged in business within the state at the time of service of process. Assuming, however, that the principle of the Moulin Case would be applied inflexibly, the situation was still one of great difficulty for the citizens of the state who had dealings within. the state with foreign corporations. Groel v. United Electric Company of New Jersey. 69 Eq. To enforce the jurisdiction of our courts over such foreign corporations it would be necessary to serve process upon some actual representative of the corporation within the state. There was almost always a contest over the character of the representative who was served. The existing conditions, therefore, called for legislative action. Cases have already been cited holding the absolute power of the state to enact legislation prescribing the conditions upon which foreign corporations may come within its borders and transact business, and in the exercise of such power the State of New Jersey passed the acts, beginning in 1894, which have heretofore been cited and largely quoted. The purpose of this legislation is perfectly clear. I do not think, in any proper use of the word, it may be said that the acts call for construction. Foreign corporations, before the enactment of this legislation, could, as we have seen, come within the State of New Jersey and, unless service had been made upon some actual representative thereof while the corporation was actually doing business in the state, they were free to withdraw from the state and cause citizens who had transacted business with them here to pursue them to their home jurisdictions at great inconvenience and expense, the result being, as was said in Baltimore and Ohio Railway Co. v. Harris, supra, to give foreign corporations, "to a large extent, immunity from all legal responsibility." Even the application of the principle of the Moulin Case would have afforded only partial relief. Under it the corporation could be made amenable to the jurisdiction of our courts by service of process if some head officer or actual representative were caught within the state after the corporation had withdrawn from the state. But this was too precarious a remedy to be effectual, and, beside, was not in accord with the decisions of the supreme court of the United States. The act of 1894, therefore, was enacted to remedy this obvious evil. By its provisions foreign corporations could not lawfully transact business in this state without designating an agent upon whom process might be served. 3 Robbins. Groel v. United Electric Company of New Jersey. Upon coming within the state and complying with the law, foreign corporations were highly favored. They were permitted to transact any business which a similar corporation in New Jersey could transact, and our Corporation act was made applicable to such foreign corporation to the extent to which it could be applied. On the other hand, I do not think it can be questioned that under this act a foreign corporation which has come within the state, made application and received license, is subject to have the jurisdiction of our courts enforced against it, by service of process upon its designated agent, for any cause of action arising within this state. The argument of the defendant, that the act of 1894 was merely intended to provide a fixed, specified, designated person to be served, instead of the class enumerated in the act of 1865, is, in my view, without foundation to support it, and is directly in the face of the history of the subject-matter and of the decisions and legislation with respect thereto. The courts, in cases where similar statutory conditions existed, have held that the two statutes co-exist and that one is not exclusive of the other. Howard v. Prudential Insurance Co., 1 App. Dir. 135; 37 N. Y. Supp. 832; Silver v. Western Assurance Co., 3 App. Div. 572; 38 N. Y. Supp. 335; Green v. Equitable Mutual Life and Endowment Association, 105 Iowa 628; 75 N. W. Rep. 635; Mutual Reserve Fund Life Association v. Cleveland Woolen Mills, 27 C. C. A. 212; 54 U. S. App. 290; 82 Fed. Rep. 508; Connecticut Mutual Life Insurance Co. v. Spratley, 99 Tenn. 322; 44 L. R. A. 442; 42 S. W. Rep. 145; affirmed, Î72 U. S. 602; 43 L. Ed. 569; 19 Sup. Ct. Rep. 308; Henrietta Mining and Milling Co. v. Johnson, 173 U. S. 221; 43 L. Ed. 675. The defendant seeks to impugn the validity of the act of 1894 because its language is so broad that under it a citizen of another state could come here, after the foreign corporation had ceased to do business here, and could sue such foreign corporation here upon a cause of action arising elsewhere, and serve its designated agent. |