146 Ga. App. 196 | Ga. Ct. App. | 1978
Image Mills, appellant, and Vora and Cromwell, appellees, moved for summary judgment on the issues made by appellees’ attachment affidavit and appellant’s traverse to that affidavit. The trial court granted appellees’ motion, and we affirm.
1. Appellant is a North Carolina corporation authorized to transact business in Georgia by virtue of its having acquired a certificate of authority pursuant to Ga. L. 1968, pp. 565, 707 (Code Ann. § 22-1401). Appellant contends that its status as a lawfully registered foreign corporation rendered it a Georgia resident for purposes of the attachment statute stipulating, "Attachments may issue against nonresident corporations transacting business within the State under the same rules and
Initially we note that a foreign corporation cannot lawfully transact business in Georgia without registering in accordance with Code Ann. § 22-1401, and, if mere registering meant that a corporation thereby became a Georgia resident for Code § 8-108 purposes, then that Code section would be rendered virtually meaningless, as no foreign corporation transacting business within Georgia could be a "nonresident” thereunder. Therefore, contrary to appellant’s assertion, construction of the two statutes shows that a foreign corporation does not necessarily shed its Code § 8-108 nonresidence by transacting business within Georgia. Furthermore, the fact that a Georgia court may have personal jurisdiction over appellant does not mean it is not subject also to attachment, for Code § 8-108 "was intended to authorize an attachment against a foreign corporation, even though it might be sued here. The property of a foreign corporation, even when it has a place of business here, is always of a movable nature, consisting, generally, of debts due it, and a judgment against it is very difficult of execution, and the intent of the statute was to authorize an attachment even in cases where there was an agent here to be served.” Wilson v. Danforth, 47 Ga. 676, 680 (1873). See also South Carolina R. Co. v. Peoples Saving Institution, 64 Ga. 18 (1879).
Appellant argues that Wilson and South Carolina R. Co., supra, are inapposite and the interpretation of Code § 8-108 must differ because of a slight change made in the wording of Ga. L. 1855-1856, pp. 25, 33, when it was codified as Code § 8-108 in the 1933 Georgia Code.
Next, appellant contends that Mitchell v. Union Bag & Paper Corp., 75 Ga. App. 15 (42 SE2d 137) (1947), demanded summary judgment in its favor. However, Mitchell is inapplicable because it was a domesticated foreign corporation which there was held to be a Georgia resident not subject to Code § 8-108 attachment. The court in Mitchell noted former Code § 22-1601, which vested in domesticated foreign corporations the " 'same powers, privileges, and Immunities as similar corporations created under the laws of this State.’” (Emphasis supplied.) Id., p. 19. However, since the enactment of the
In conclusion, we find meritless appellant’s contention that merely by registering to do business in Georgia it became a Georgia resident for Code § 8-108 purposes. The trial court was correct to deny appellant’s motion for summary judgment, which asserted that contention.
2. The Supreme Court transferred this case to this court, citing its decisions in Kitson v. Hawke, 231 Ga. 157 (200 SE2d 703) (1973), and Doran v. Home Mart Building Centers, 233 Ga. 705 (213 SE2d 825) (1975), and implicitly adjudicating, adversely to appellant, the constitutional issues raised.
Judgment affirmed.
As originally enacted, Ga. L. 1855-1856, pp. 25, 33, read, "Attachments may issue against incorporations not