15 Colo. 499 | Colo. | 1890
The first and most important question to be determined is whether appellee could be subjected to the jurisdiction of the courts of this state. It is contended that being a foreign corporation, it had not by its acts and dealings in this state submitted itself to the jurisdiction of the
First, that a corporation is in law for civil purposes deemed a person, may sue and be sued, contract and be contracted with, and do all other acts which a natural person could do, not ultra vires.
Second, being an artificial person created by, and deriving all its powers from its charter, it is local in its character, cannot migrate, can only, in a state or country foreign to that of its creation, make such contracts and do such business as is permitted by the laws of the state, and under such restrictions as maybe imposed by its laws.
We do not think section 260 of the General Statutes of this state applicable to the case under discussion, nor that such a construction was intended or contemplated by the legislature. Corporations being, as above stated, confined in their business operations to the state from which they derive their existence, and being only allowed to exercise their functions in a foreign jurisdiction by the comity, and under the laws, of that state, the intention of the section above referred to was to enable such corporations as moneyed institutions, insurance companies, and that class of corporations, perhaps not to migrate, but by means of agents to extend their business and allow such agencies to become domiciled and transact the business of the corporation under the parent office and original charter. True, in a limited and technical sense, almost any business transaction, no matter how trivial, made by a corporation, whether in its own or an adjacent state,— the buying of goods by a domestic mercantile corporation in New York for the purpose of sale and business here, or any transaction of that kind,— may be deemed the doing of business in New York. A sale and delivery of goods in Wyoming or Nebraska by a domestic corporation of this state might technically be
Hor do we deem it necessary that the acts of appellee should be construed to be doing business in this state, out■side of the transaction in question, to render it in this case amenable to its courts and subject to its laws. The rule is well settled that a corporation of one state may exercise its functions in another to any extent permitted by the other. Ho legislative permission is necessary to allow a foreign corporation to contract for and buy machinery or supplies necessary to the transaction of its business, nor is it necessary in order to allow a foreign corporation to sell its wares or manufactures to a citizen of this state. Any corporation may sell its products to a party doing business, and if in the purchase a debt be contracted, it can proceed to collect it in our courts. A foreign corporation ean, as in this instance, buy of a domestic manufacturing corporation the same as a natural person, and contract a debt for the articles so bought. In order to invoke the aid of our own courts in the collection of such debt, it is not necessary for a citizen of this state' to show that the debtor was doing business generally in this state, but that he is a debtor; that the debt is due and payable here; and the debtor, whether a natural or an artificial person, if brought by process within the jurisdiction, is amenable to our courts. Persons, including corporations, by contracting debts in a foreign jurisdiction, will be presumed to have assented to the laws in regard to the collection of debt. It is not, as is supposed in argument, of controlling importance where or when the original contract, out of which the indebtedness
In Bennington Iron Co. v. Rutherford, 18 N. J. Law, 158, it is said: “ The existence of a foreign corporation is recognized in other states, and they have the capacity to sue and be sued out of their own states.”
In Moulin v. Insurance Co. 24 N. J. Law, 244: “ If they authorize their officers to transact business for them in another state, they thereby subject themselves to the jurisdic
And in Milk Co. v. Brandenburgh., 40 N. J. Law, 112: Since the case of Moulin v. Insurance Co. 24 N. J. Law, 222, and 25 N. J. Law, 57, it must be regarded as the settled law of this court that, if a corporation makes a contract in a state other than that in which it was chartered, it thereby submits itself to the jurisdiction of such foreign sovereignty so far as to be liable to suit therein in regard to that contract, when summoned according to the laws of the state.” See, also, Bank v. Earle, 13 Pet.. 519, and Day v. Bank, 13 Vt. 97, where the same general principles are recognized and asserted; and the same may be said of the courts of most of the states, and that in England the same
The question whether Alsop, upon whom service was had, was or was not, at the time of such service, a stockholder of appellee, is not one easy of solution. It is apparent from the record that his relations with the company were such that he very shortly after the service communicated the fact to the counsel of the company; and, on the 22d of November, when the first pleading was filed, it is claimed by appellee, and admitted, of record, that counsel did not know he was not a stockholder. If he had at the time of service of process parted with his stock, and severed his connection with the company, it is not easy to understand why the fact was not stated. The first intimation of the fact appears In the pleading of December 9th. The affidavits introduced to establish the premises were unsatisfactory and evasive. They show that there had been a transfer on the books, and that no stock stood in his name. But the attempt to show why, and for what purpose, it was transferred to trustees, and for what purpose the trust was created, signally failed, and casts great suspicion on the transaction. The case as made is one where a stockholder holding stock that cost over $500 gratuitously transfers it to trustees, whose names even he does not know, for some unknown and undefined purpose, and at the same time contributes $50 in money. There is a marked discrepancy in one respect between the affidavit of Mellor, president of appellee, and the testimony of Alsop. Mellor states the stock “was transferred for value.” Alsop testified that there was no consideration, and says: “ There was a request in this circular that those who should transfer their stock to the trustees should make a payment of ten cents a share for expenses, and I inclosed my check for ten cents on five hundred shares,— $50.” In order to establish the fact pleaded, the testimony should have fairly and unequivocally shown that he had, in good faith, divested himself entirely of all ownership and inter
Counsel for appellant regard the question as settled by the 'trial court that Alsop was a stockholder; counsel for' appellee regard it as having been left undetermined. We are, after reading the opinion of the trial court, in doubt as to how the question was determined in that court, but are clearly of the opinion that appellee failed in proof to establish the allegation in his plea or motion, and that Alsop must be regarded as having been a stockholder at the time of the service of process.
Section 40 of the Code of Civil Procedure provides: “ If the suit be against a foreign corporation, or a non-resident joint-stock company or association doing business within this state, service shall be made by delivering a copy of the writ.to an agent, cashier or secretary thereof; in the absence of such agent, cashier, treasurer or secretary, to any stockholder.”
We conclude, therefore, that the contracting of the debt in question was a sufficient doing business within this state to render the corporation amenable to the courts of this state, if jurisdiction could be obtained by service of process as provided in section 40 .of the Code. We cannot agree with counsel of appellee that the district courts of this state are courts of limited jurisdiction, and that their jurisdiction over foreign corporations is dependent upon the voluntary acts' of such corporations in placing themselves under such jurisdiction by complying with the requirements of section 260, General Statutes. They are courts of general jurisdiction, but depending, in obtaining such jurisdiction over corporations, upon the statute in so far as the statute departs
Bissell and Richmond, CC., concur.
For the reasons stated in the foregoing opinion the judgment below is reversed.
Reversed.