84 Tenn. 275 | Tenn. | 1886
delivered the opinion of the court.
The chancellor sustained a demurrer to this bill, and the complainant appealed.
On September 8, 1883, Thos. Peters, a citizen of the State of Alabama, having his domicil at Birmingham, departed this life, testate, at Louisville, Kentucky. He left personal property in Shelby county, Tennessee, and was indebted to several citizens of this State. His will was duly probated in Shelby county, and complainant qualified as administrator with the will
The present bill, filed November 24, 1883, after stating the foregoing facts, alleges that the stock of the testator ixr Neely’s hands, if properly managed, will bring largely more than enough to pay the indebtedness of the estate to the company, and asks that it be sold under the direction of the court, and the surplus, after satisfying the trust debt, paid to the complainant as administrator. The bill is filed against J. C. Neely, as trustee, under the transfer of stock made to him by the testator, and as an individual, and against the Pratt Coal & Iron Company. The
Ensley and Neely, declaring that they do not appear for the company nor undertake to represent it, join in a demurrer, assigning as causes:
1. That the court has no jurisdiction of the subject-matter of the litigation, that is, of the stock of the company.
2. Nor of the company itself, nor of Ensley as its president by service of process in this State.
3. Nor of Neely as trustee, nor of the trust represented by him.
4. Nor of Neely as an individual in connection with the company, or the stock of the company.
The demurrer recites that Enoch Ensley is “made defendant as president of the Pratt Coal & Iron Company,” and joins in it as such president. But Ensley is not made a defendant, either as president or as an individual. The bill makes the company a defendant, stating that Ensley is its president, residing in Shelby county, in which county the bill is filed, and asks that the process against the company be served upon him as its principal officer. Ensley expressly protests in the demurrer that he does not appear for or represent the company. The demurrer is, therefore, not the demurrer of the company, and it cannot be entertained as the demurrer of Ensley, for he is no party to the suit. The chancellor clearly erred in sustaining the demurrer as his.
The case then rests alone upon the demurrer of the defendant Neely, the company making no defense.
The contention of the defendants is, that the court below had no jurisdiction of the persons or the subject-matter. The jurisdiction of the person of the defendant Neely is beyond question, for the reason just stated, that he has been personally served with process in the county of his residence, and that the object of the bill is to enforce the execution of a trust confided to him. The service of process on the president of the company was sufficient to make it a party, whether it was a domestic or foreign corporation: Code, sec. 2831; Railroad v. Walker, 9 Lea, 475, 478. And, under the circumstances, it being
The objection to the jurisdiction of the subject-matter is two fold; first, that the suit is based upon a foreign contract, and secondly, seeks to reach stock in a foreign corporation. The first ground rests upon an assumption or inference, for the bill does not aver that the trust assignment of the certificates of stock was made in another State. And if from the residence of Thos. Peters in Alabama, the inference might seem to be a fair one that the transfer was made in that State, the residence of Neely in this State at at the time, which is averred, might justify a different inference. The general rule is that the jurisdiction of a court over a foreign corporation by service of process on a resident agent is limited to cases founded upon contracts made, or tranasctions occurring, in the State. The reason of the rule is, that the corporation expressly or tacitly consents to accept service of process on- its agent in all matters in which it is permitted to act by comity without express authority. But the reason of the rule can hardly apply when the corporation is authorized by its charter to do
Stock in a corporation is personal property in the nature of a chose in action, and evidenced by the certificate issued therefor: Mayor v. Thomas, 5 Cold., 602; State Insurance Company v. Gennett, 2 Tenn. Ch., 103. An assignment of the stock on the books of the company passes the legal title everywhere, and the assignment of the certificate' with a power of attorney to assign on the books has the same effect in this State: Cormick v. Richards, 3 Lea, 1. There may be, and doubtless is, grave difficulty in reaching, by judicial, proceedings in one State, the stock of a corporation in another State, or the equity of redemption in such stock, where the court has no jurisdiction of the corporation or the person entitled to the stock, or the equity of redemption therein: Moore v. Gennett, 2 Tenn. Ch., 375; Plimpton v. Bigelow, 93 N. Y., 602. But there can be no difficulty in adjusting the equities of the parties, and enforcing their rights by any court of competent jurisdiction, where the suit is brought by the party entitled to the equity of redemption in stock, and the trustee and the corporation are
The chancellor’s decree will be reversed, the demurrer overruled, and the cause remanded for further proceedings.
The defendants will pay the costs of this court.