This is a service of process case. The first issue is whether, under Missouri law, service upon the registered agent of a foreign corporation was valid when the corporation (1) had been administratively dissolved by the Secretary of State; (2) had a second certificate of authority issued from the Secretary of State, listing the agent who was served as the registered agent; (3) had been administratively dissolved with respect to the second certificate of authority; (4) had updated the first certificate of authority, but not the second, by listing a new registered agent; and (5) had not statutorily revoked or changed the authority of the agent who was served. The second issue is, if such service was valid under Missouri law, whether the relevant Missouri rules and statutes, in allowing service in this manner, violate the Due Process clause of the Fourteenth Amendment. We hold that service was valid and that such service does not violate due process. Accordingly, we affirm.
Facts and Procedural Background
On August 19, 1996, Missouri’s Secretary of State issued a certificate of authority for Appellant International Environmental Management, Inc. (“IEM”) to do business in this state. The certificate identified IEM by the number 00430217 (“the first certificate of authority”). At that time, IEM’s registered agent was The Corporation Company. On August 31, 1998, the Secretary of State “administratively dissolved” IEM for failure to file an annual report. On November 9, 2000, IEM filed, with the Secretary of State, a document changing its registered agent from The Corporation Company to John S. Pletz.
On June 19, 2006, Respondent Ricky Sieg was injured in Missouri by a trash compactor that was allegedly manufactured, installed, and maintained by IEM.
Four days later, on June 23, 2006, IEM applied with the Secretary of State for a second certificate of authority. The application named United Corporate Services, Inc. (“UCS”) as IEM’s registered agent. That same day, the Secretary of State issued a certificate of authority for IEM to do business in Missouri (“the second certificate of authority”). The second certificate
On August 29, 2007, UCS, in its capacity as IEM’s registered agent, filed with the Secretary of State a change of address form, identifying IEM by the number associated with the second certificate of authority.
On November 5, 2007, CT Corporation System (“CT Corporation”) filed, with the Secretary of State, a change of registered agent form, identifying IEM by the number associated with the first certificate of authority, and changing IEM’s registered agent on the first certificate from John S. Pletz to CT Corporation. However, CT Corporation filed nothing with respect to the second certificate of authority.
On August 20, 2009, Sieg and his wife, Respondent Jennifer Sieg, filed a lawsuit against IEM. On August 24, 2009, a process server served UCS with the summons and the petition. Since its last contact with UCS, IEM had changed both its physical address and its email address. Accordingly, UCS did not forward the summons and the petition to IEM’s correct address. IEM does not argue that UCS put the Siegs on notice that (1) it had forwarded the summons and the petition to the wrong address; or (2) IEM may have attempted to revoke UCS’s authority to accept service.
IEM did not plead, nor did it otherwise defend, and the circuit court accordingly entered an interlocutory order of default. The court then held a hearing to determine damages, and, on March 18, 2010, it entered a default judgment in the amount of $9,229,360.35 for Sieg and $500,000 for Jennifer Sieg.
On March 18, 2011, the Siegs’ attorney sent IEM a letter, addressed to its corporate headquarters in Georgia, stating that he intended to execute the judgment. On April 15, 2011, IEM filed a Motion for Relief From Void judgment, arguing that the Siegs had not achieved valid service of process in the lawsuit that led to the default judgment and that its right to due process had been violated. The circuit court held hearings on the motion and ultimately entered a judgment denying it. IEM appeals.
Standard of Review
Ordinarily, we review the circuit court’s ruling on a motion to set aside a judgment under Rule 74.06 for an abuse of discretion. However, whether a judgment should be vacated because it is void is a question of law that we review de novo; we give no deference to the circuit court’s decision.
Kerth v. Polestar Entm’t,
Courts favor finality of judgments, so the concept of a void judgment is narrowly restricted. Forsyth Fin. Grp., LLC v. Hayes,
Analysis
I. Whether the Siegs’ service of IEM complied with Missouri law
IEM argues that service of process was invalid in that, under section 351.594
a. The administrative dissolution of IEM did not automatically revoke its registered agent’s authority to accept service of process.
“Personal service within the state shall be made as follows: ... Upon a ... foreign corporation ... by delivering copies [of the summons and the petition] to its registered agent....” Rule 54.13(b)(3). “Revocation of a foreign corporation’s certificate of authority does not terminate the authority of the registered agent of the corporation.” § 351.602.5.
Section 351.594 provides as follows:
1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation’s agent for service of process ...
2. A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent corporate registration report, if the foreign corporation:
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(3) Has had its certificate of authority revoked under section 351.602.
If the corporation has no secretary or if the secretary cannot, after the exercise of reasonable diligence, be served, then service on the corporation may be obtained by registered or certified mail, return receipt requested, addressed to any person designated as a director or officer of the corporation at any place of business of the corporation, or at the residence of or any usual business address of such director or officer.
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4. This section does not prescribe the only means, or necessarily the required means, of semng a foreign corporation.
(Emphasis added.)
When construing statutes and Supreme Court Rules together, we apply the ordinary rules of construction, beginning with the principle that the relevant language should be given its plain and ordinary meaning. Hanks v. Rees,
Here, the relevant language provides, in clear and unambiguous terms, that (1) a plaintiff may serve a foreign corporation by delivering copies of the summons and the petition to the corporation’s registered agent, Rule 54.13(b)(3); § 351.594.1; and (2) revocation of the foreign corporation’s certificate of authority
IEM argues that section 351.594.2 more specifically addresses the facts at issue here and that section 351.594.2 should therefore apply to the exclusion of Rule 54.13(b)(3), which, unlike section 351.594.2, does not mention service on a foreign corporation whose certificate of authority has been revoked. We disagree. By the clear terms of section 351.594, the methods of service that it makes available are alternative means of service. Subsection two states that service may be accomplished by the methods it enumerates, not that service shall he so accomplished. Subsection four then specifically states that “[t]his section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.” As discussed above; Rule 54.13(b)(3) provides an alternative means of serving a foreign corporation, and, when read in conjunction with section 351.602.5, the rule unambiguously allows for service on a registered agent, even when the foreign corporation has been administratively dissolved.
IEM counters that section 351.602.5 provides only that a registered agent’s authority does not expire upon administrative dissolution and that authority in this context is not meant to include the authority to accept service of process. We disagree. The primary purpose of a registered agent is to accept, on behalf of its client, service of process and other notices. “ ‘The scope of [a registered agent’s] agency is to receive and transmit notices and process. It does not transact any of the usual or customary business of its clients.’ ” State ex rel. McDonald’s Corp. v. Midkiff,
By the great weight of authority, if a statute requires as a condition precedent to the doing of business in the state by a foreign corporation that it shall designate an agent in the state upon whom process may be served in actions against it, the withdrawal of the corporation from the state does not revoke the authority of the agent to receive service.
Cessation by foreign corporation of business within state as affecting designation of agent for service of process,
Further, IEM argues that section 506.150.1(4) evidences the legislature’s intent to disallow service upon the registered agent of a foreign corporation once the corporation has been administratively dissolved. That section provides that “[sjervice shall be made as follows: ... (4) Upon a domestic corporation that has been dissolved according to law, by delivering a copy of the summons and of the petition to the last registered agent of the corporation or upon the secretary of state.” § 506.150.1(4) (emphasis added). IEM reasons that (1) if the legislature had intended for both domestic and foreign corporations to be served in this way, it could easily have so provided; and (2) we should therefore conclude that, by- not including foreign corporations in this section, the legislature meant to exclude them from such service.
IEM is apparently invoking the rule of construction that calls for an omission to be read as an exclusion (or “expressio unius est exclusio alterius”). But that rule should be invoked with great caution, and “only when it would be natural to assume by a strong contrast that that which is omitted must have been intended for the opposite treatment.” Six Flags Theme Parks, Inc. v. Dir. of Revenue,
A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(Emphasis added.) Accordingly, we hold that, by allowing post-dissolution service on a domestic corporation’s registered agent, section 506.150.1(4) does not implicitly disallow such service on a foreign corporation.
Finally, IEM argues that applying Rule 54.18(b)(3) and section 351.602.5 in this manner is against public policy in that a registered agent, once designated, would have perpetual authority to accept service of process on behalf of the corporation. We disagree. If post-dissolution service on a corporation’s registered agent violated public policy, the legislature would not have explicitly endorsed such service on Missouri corporations. See § 506.150.1(4). Further, section 351.592 provides a specific procedure for revoking a registered agent’s authority, and section 351.588 provides a specific procedure for changing the corporation’s registered agent. With respect to the second certificate of authority, IEM neither revoked UCS’s authority, nor did it change its registered agent from UCS to CT Corporation.
When read together, Rule 54.13(b)(3) and section 351.602.5 unambiguously provide that a plaintiff can serve a foreign corporation by delivering copies of the summons and the petition to the corporation’s registered agent, and revocation of the corporation’s certificate of authority does not terminate the agent’s authority to accept service. Therefore, that IEM had been administratively dissolved did not automatically terminate UCS’s authority to accept service of process. Point denied.
IEM next argues that, if service upon any registered agent could have been proper, it would have been on CT Corporation, because CT Corporation, not UCS, was the last appointed registered agent. We disagree.
“Service shall be made ... [u]pon a domestic corporation that has been dissolved according to law, by delivering a copy of the summons and of the petition to the last registered agent. ” § 506.150.1(4) (emphasis added); see also Mullins v. Central Coal & Coke Co.,
But we need not decide that issue because the Siegs achieved service in the manner advocated by IEM — by serving the last registered agent for IEM’s second certificate of authority. Thus, even though the first certificate of authority had been more recently updated,
Accordingly, we hold that, when a corporation has multiple registered agents, under different certificates of authority, and the agents’ authority has neither been statutorily revoked (pursuant to section 351.592) nor transferred to another agent (pursuant to section 351.588), service of process is valid on the last registered agent of the most recently filed certificate of authority.
II. Whether service of process on UCS violated the Due Process clause
IEM argues that, if the Missouri rules and statutes allow for the manner of service in this case, Missouri law violates the Due Process clause of the Fourteenth Amendment of the United States Constitution. We disagree.
If a State permits a foreign corporation to do business within her limits, and at the same time provides that in suits against it for business there done, process shall be served upon its agents, the provision is to be deemed a condition of the permission; and corporations that subsequently do business in the State are to be deemed to assent to such condition as fully as though they had specially authorized their agents to receive service of the process. Such condition must not, however, encroach upon that principle of natural justice which requires notice of a suit to a party before he can be bound by it. It must be reasonable, and the service provided for should be only upon such agents as may be properly deemed representatives of the foreign corporation.
Id. (emphasis added). “In determining the constitutionality of a procedure established by the State to provide notice in a particular class of cases, [the court must judge its effect] ‘in the light of its practical application to the affairs of men as they are ordinarily conducted.’” Greene v. Lindsey,
Once a foreign corporation seeks permission to do business in a State, that State may, consistent with due process, provide a mechanism for its residents to serve the corporation within the State even after the corporation has ceased doing business there. Wash, ex rel. Bond v. Superior Court of Wash.,
Here, it is neither arbitrary nor unreasonable for Missouri to allow service upon a foreign corporation’s registered agent after the corporation has been administratively dissolved. Indeed, as noted above, the majority rule is that a registered agent’s authority to receive service of process continues after the corporation has withdrawn from the state. Cessation by foreign corporation of business within state as affecting designation of agent for service of process,
IEM contends that it was surprised that Missouri allowed for such service, but that contention is belied by its own actions:
IEM cites Murphy v. Helena Rubinstein Co., where the U.S. District Court for the district of New Jersey concluded that due process was violated.
In Murphy, the plaintiffs attempted to serve the registered agent of a corporation, but they failed. Id. at 894. The plaintiffs then served the Secretary of State of New Jersey, who also attempted to serve the registered agent, failed, and informed the plaintiffs that the summons and petition had been returned “undeliverable.” Id. The plaintiffs had done all that the statute technically required, but the court held that, because the plaintiffs knew, or ought to have known, that the registered agent had not actually been served, the Due Process clause required “something more ... to be done.” Id. at 895.
Murphy is similar to the more recent Jones v. Flowers, where the U.S. Supreme Court held that, in a foreclosure case, when the government receives notice that the defendant did not actually receive notice of the lawsuit, due process requires the government to attempt further reasonable measures of service, provided that such measures are available.
The Court held that the sale violated due process. Id. at 234,
Thus, with respect to the crucial point— that the plaintiff had been informed that service failed to reach the defendant — both Murphy and Jones stand in marked contrast with this case. Service upon UCS was not returned “unclaimed” or “undeliverable”: indeed, it is undisputed that UCS
Missouri authorized IEM to do business here subject to the condition that it designate an agent (whose authority would not expire upon administrative dissolution) to accept service of process; IEM accepted that condition and, at least in part, acted as if it understood it completely; and the Siegs acted pursuant to the condition, without knowledge that IEM’s registered agent forwarded the summons and the petition to the wrong address. Due process requires no more. Point denied.
Conclusion
Our holding is limited to whether service of IEM was proper under Missouri law, and, if it was proper, whether service in this case complies with the Fourteenth Amendment’s guarantee of due process. Stated differently, the question is simply whether a valid judgment exists. According to its counsel’s statements at the hearing below, IEM has filed a separate action challenging whether, in light of the Due Process clause and/or other law, the judgment can be enforced. That issue is not before us, and we therefore do not address it.
We sympathize with IEM, but to hold in its favor would require us to either (1) disregard the plain language of section 351.602.5; or (2) create a due process right to actual knowledge of the pendency of a lawsuit, despite proper service upon a corporation’s registered agent. Our duty is to apply the law, not undo it simply because the facts in a particular case give us pause. Accordingly, we affirm.
Notes
. Statutory citations are to RSMo 2000, as updated by the 2011 cumulative supplement.
. The parties assume without analyzing that, when the Secretary of State "administratively dissolved” IEM, it was revoking its certificate of authority pursuant to section 351.598 and section 351.602. We agree with that assumption and note that section 351.602.2 requires the Secretary of State to "file the original of the certificate [of revocation].” The Secretary of State's notice of administrative dissolution for IEM is, in fact, titled "Administrative Dissolution or Revocation for a For-Profit Corporation," and it states that IEM "stands administratively dissolved or revoked under the provisions of ... Section 351.602.” We will thus use the phrases "administrative dissolution” and "revocation of certificate of authority” interchangeably.
. “A corporation administratively dissolved continues its corporate existence but may not carry on any business” subject to certain exceptions. § 351.486.3.
. IEM argues that a dissolved domestic corporation is more likely to maintain contact with its registered agent in the state, but we see no reason why that would necessarily be true, and, even if it were, it would not, by itself, create the contrast sufficient to infer, solely on the basis that section 506.150.1(4) mentions domestic corporations and not foreign corporations, that foreign corporations should receive the opposite treatment from that provided in section 506.150.1(4).
. We note that IEM knew how to comply with section 351.588: it changed its registered agent twice with respect to the first certificate of authority and updated its address on the second certificate. '
.We note also that this is not a case where the foreign corporation had been absent from Missouri for so long that any liability it may have incurred while doing business here had become stale. We express no opinion regarding whether, under such facts, the corporation’s registered agent could be properly served.
. We note that the update to the first certificate of authority was "more recent” by only a little more than two months: CT Corporation filed a document changing IEM's registered agent on November 5, 2007, and UCS filed a document changing its address as IEM’s registered agent just over two months prior to that, on August 29, 2007.
. We note that, while a corporation is not prohibited from filing multiple certificates of authority, the more straightforward procedure under these facts would be to seek reinstatement of the first certificate. See § 351.604. Any confusion that results from filing multiple certificates of authority is likely to fall on the corporation.
.Since CT Corporation (the last registered agent listed on the first certificate of authority and the most recently added agent for either certificate of authority) was not served in this case, we do not decide whether service would also have been valid on it.
. The real question in this case is whether UCS was IEM’s agent for the purposes of receiving service of process. For the reasons stated above, it was, and, as noted, it is undisputed that UCS was properly served. Thus, despite IEM’s lack of actual knowledge, this case is very different from Murphy and Jones, where no one affiliated with the defendant was served at all.
. The mere fact that IEM did not defend— which would at least suggest that it did not receive actual notice of the lawsuit — is insufficient to establish a due process violation. If the rule were otherwise, a default judgment could never be entered unless it could be established that the defendant actually knew about the lawsuit. That is not the law. Jones,