Farnsworth v. Terre-Haute, Alton & St. Louis Railroad

29 Mo. 75 | Mo. | 1859

Napton, Judge,

delivered the opinion of the court.

It must be admitted that the proper construction of our statute concerning attachments as applicable to corporations, taken in connection with the general statute concerning corporations, is not very plain.

The defendant in this case was a foreign corporation and had its chief office or place of business within this state ; and the question is, can she be sued by attachment upon an allegation that “the defendant is not a resident of this state.”

The attachment law provides that this writ may be sued out, first, where the defendant is not a resident of this state; and, second, where the defendant is a corporation whose chief office or. place of business is out of this'state. Each of these allegations was made in this case; but as the second was clearly disproved, the first only was relied upon.

The act concerning corporations says: “ Any corporation incorporated by any other state or country, and having property in this state, shall be liable to be sued and the property of the same shall be subject to attachment, in the same manner as individuals residents of other states or countries and having property [here] are now liable to be sued and their property subject to be attached.” (R. C. 1855, p. 375, § 22.) The terms employed in this section are broad enough to embrace all foreign corporations, whether their chief place of business be within or without this state. If we construe the first clause in the first section of the attachment law to include corporations, it must follow that the second clause is limited entirely to domestic corporations. Otherwise, the second clause is repugnant to the first; for if the mere fact that a corporation is a foreign one is sufficient to bring it within the first clause, then it is of no consequence where the chief office is located, and the section, which makes that circumstance the one upon which the attachment is authorized, must be limited to domestic corporations having their chief place of business without this state.

The language of this second section, it will be seen, will include both foreign and domestic corporations, and it seems more natural and reasonable so to construe it; for, as the legislature, in the first section, speak of nonresidents generally, and the term itself would not naturally include corporations, and as they proceed in the very next clause to make a special provision for the case of corporations and to point out the cases where attachment can be maintained against them, it is unreasonable, by pushing the meaning of the word “ nonresident” to its utmost limit, to make it embrace artificial persons fully provided for in a clause immediately ensuing. The provision in the general law concerning corporations (sec. 22) must yield to a special provision in the act which is designed more particularly to regulate attachments. That provision merely declares that foreign corporations shall be liable to ordinary suits, and subject to the extraordinary process of attachment, under the same circumstances in which individuals may be either sued or attached. If there was no other provision on the subject, and the attachment law permitted attachments against persons simply on the ground of nonresidence, corporations could of course be attached on the same ground. But the special provision, in the attachment law, concerning corporations must be understood as limiting the liability of foreign corporations to attachment to cases where they do not have their chief place of business within this state. When the foreign corporation has located here, and has its chief office or place of business here, it seems no longer to be regarded as a foreign corporation. It may be sued as an individual resident here. The president, secretary, &c., are of course here, or such officers as, under our statute, would enable a suit to be brought and service to be had, and there is no necessity for giving the extraordinary process of attachment against it, any more than against a domestic corporation whose chief office is here. Having its chief office here, it ceases to be, for all the purposes of this law, a foreign corporation.

It is not perceived that any hardship can arise from this construction of the law. It is the law in relation to an individual, who takes up his residence here and becomes amenable to the law of this state and its process. So the foreign corporation takes up its abode here, puts out its advertisement to the public, with the name of its president or other officers, and affords all the facilities for serving the ordinary process of the law upon it, which any corporation with a charter derived from the legislature of this state could do. We do not perceive any policy ydiich, under such circumstances, would require any distinction,between its forms and modes of liability from that of our own corporations.

The other judges concurring, the judgment is reversed.^*

* This case was decided at the March term, J859, of the supreme court. A motion for a rehearing being filed, it was continued to the October term. The motion was overruled.