153 A. 723 | Pa. | 1931
The question we have to deal with in this case is whether the defendant, a Delaware corporation, which operates a mine in Utah, transacts such business in the County of Philadelphia as subjects it to the service of process there. The court below determined that it did *532 not and set the service made upon it aside. From the order entered the plaintiffs appeal.
The company is incorporated for the purpose of mining and selling metals and minerals; it does nothing in the State of Delaware except maintain a formal resident agent therein to comply with the law of that state. All its mining property, consisting of mines, mills, crushing machinery, bunk houses and commissary, is located in the State of Utah, where it carries on its mining operations. Its products are shipped from the State of Utah. The corporation is not registered in the State of Pennsylvania and it has no agents soliciting orders for its products in this State. It pays no taxes in Pennsylvania. However, it maintains an office in Philadelphia and has maintained it since 1909, for which it pays a rental of $130 per month. Its name is on the office door and on the directory of the building, also in the Philadelphia telephone directory. All the stockholders' and directors' meetings are held in its Philadelphia office. The secretary and treasurer reside in that city. All the books, papers and documents, with the exception of certain deeds and leases, are kept there and all the arrangements for financing the company are there made, including the borrowing of money from banks in that city on notes of the company executed, delivered and made payable there, the proceeds of which are deposited to the company's credit in a Philadelphia bank. Stock certificates are issued and transferred in Philadelphia. Some of the company's contracts are executed there and all its correspondence is there carried on. Its general business policy is there decided upon. The mine is operated under orders of the board of directors which meets in Philadelphia. From the above, it is apparent that the general executive business of the defendant is carried on at its Philadelphia office and that the company is managed from there.
Under the foregoing facts, we are unable to see how it can be correctly stated that defendant is not doing *533
business in Philadelphia. They show that its real business headquarters are located there, that its executive direction comes from there and its financing is there carried on. Indeed it carries on some of the most important of its business affairs there. The Act of April 8, 1851, section 6, P. L. 354, provides that where a corporation "shall have an agency or transact any business in any county of this Commonwealth" it shall be liable to suit in that county. The title of that act appears to confine its operation to foreign corporations such as we are here dealing with: Lobb v. Penna. Cement Co.,
The situation is clearly distinguishable from that in Shambe v. Delaware Hudson Ry. Co.,
The order of the court below is reversed and set aside at appellee's cost.