290 N.W. 346 | Mich. | 1940
[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *109 Plaintiff sued defendant, a foreign corporation, not authorized to do business in the State of Michigan, and caused service of summons to be made upon Harry Bush, as an agent of defendant in the county of Washtenaw. Defendant entered a special appearance and moved to dismiss and quash service, on the ground that the court had no jurisdiction for the reason that defendant at no time conducted any business in the State and that it was dissolved prior to the commencement of the suit. On hearing, the trial court denied the motion to dismiss, and defendant appeals.
"No all embracing rule as to what is 'doing business' has been laid down. The question is one of *110 fact, and it is to be determined largely according to the facts of each individual case rather than by the application of fixed, definite, and precise rules." 14a C. J. p. 1372.
See, also, Watson-Higgins Milling Co. v. St. Paul MillingCo.,
Whether defendant company was doing business in Michigan without authority depends upon the facts and circumstances peculiar to this case. It employed John H. Rhoades and designated him in its contracts as "field representative." He resided in Michigan. His work consisted in making sales of washing machines, promoting sales, and securing contracts with dealers in the State to handle products of defendant. He also negotiated and participated in the execution of the contract, on behalf of defendant company, by the terms of which plaintiff was authorized to become a dealer for the corporation. He helped plaintiff to get started as a dealer by procuring products manufactured by defendant from other authorized dealers in the State. Such products were shipped to plaintiff after Rhoades had come over to Pontiac and "made the deal for the washers." Plaintiff paid the Pontiac dealer for the machines. On other occasions Rhoades assisted plaintiff around his store, prepared an advertisement for plaintiff, to be inserted in newspapers, and helped him to sell and demonstrate the machines. All of the washers, with the exception of those abovementioned, were shipped by defendant from outside the State on bill of lading with sight draft attached. Rhoades apparently selected and placed agents for defendant in this State.
Bush, who was served with the summons as agent of the defendant, was employed on a contract in which he was named "regional manager, and salesman, or in such other capacity as the manager of the *111 corporation's branch office * * * may direct." He was paid by commission on the sales of washing machines and resided in this State.
While no exact test can be prescribed to determine whether a foreign corporation is doing business in a State, nevertheless such corporation is amenable to process if it is doing business within the State in such a manner as to warrant the inference that it is present there. See Watson-Higgins Milling Co. v. St.Paul Milling Co., supra.
While, as above stated, each case depends upon its peculiar facts in the determination of the question here involved, the further conclusion to be drawn from the cases is that whether a foreign corporation is doing business in such a sense as to make it amenable to the jurisdiction of the courts of the State is not to be determined by the tests applicable under statutes such as those prescribing the conditions under which a foreign corporation may be allowed to do business within the State. Activities insufficient to make out the transaction of business under such statutes may yet be sufficient to bring the corporation within the State so as to make it amenable to process. 14a C. J. p. 1372.
In A. Harvey's Sons Manfg. Co. v. Sterling Materials Co.,
Because of its acts in the appointment of a resident field representative authorized to negotiate for dealers' contracts and to promote sales, and the appointment of a resident of the State, designated in a written contract with defendant "as regional manager and salesman, or in such other capacity as the manager of the corporation's branch office * * * may direct," together with the activities abovementioned of such representatives, we are of the opinion that the defendant was doing business within the State in such a manner as to warrant the inference that it was here present, at the time of the transaction appointing plaintiff as its dealer.
It is claimed, however, that at the time service of summons was made upon Bush by plaintiff, the corporation was dissolved. Bush was employed under a contract with defendant company at the time that service was made. Two weeks thereafter the Maytag Company, another corporation, recalled Bush's contract, struck out the name, "Maytag Sales Corporation," and substituted the name, "Maytag Company." Defendant claimed that the agreement with Bush had been erroneously drawn with the Maytag Sales Corporation as contracting party, instead of *114 with the Maytag Company; and that defendant company had been dissolved in 1936 and was no longer in existence. It is not contended that the contract in question was executed by anyone other than the defendant corporation.
In Hammond v. National Life Association,
However, we are of the opinion that, by executing contracts after its dissolution, defendant is estopped to deny its corporate existence at the time of the execution of such contracts. A holding in some degree similar in principle to our conclusion is evident in Chadwick v. Dicke Tool Co.,
It is, therefore, our determination that the defendant was doing business in this State at the time it entered into the contract in question with plaintiff, in the sense that it was amenable to process, that *115 Bush was its authorized agent, and that service of summons in this case was valid.
The order of the trial court denying defendant's motion to dismiss is affirmed, with costs to plaintiff.
BUSHNELL, C.J., and SHARPE, POTTER, CHANDLER, NORTH, WIEST, and BUTZEL, JJ., concurred.