32 F. 802 | U.S. Circuit Court for the District of Eastern Missouri | 1887
(orally.') The case of the St. Louis Wire-Mill Company' against the Consolidated Barb-Wire Company comes before the court on a plea to the jurisdiction and upon the testimony offered in support of and in opposition to that plea,. The plea to the jurisdiction filed .by the defendant, a foreign corporation, raises the question of the suffi
The testimony shows that the defendant corporation, created by the laws of Kansas, has its chief office or place of business at Lawrence, Kansas; that it has never had a business office in the state of Missouri, and has not maintained an agent in this state for the transaction of any business. It appears that it has made occasional purchases of plain wire in the city of St. Louis, either by correspondence or by sending an agent here for that purpose. It also appears that in December, 1885, A. A. líenle}'', who was served with process in this case, purchased of this plaintiff, in the city of St. Louis, about 500 tons of wire. Subsequently a controversy arose as to the terms of purchase. That controversy remained open and unadjusted until after the sixth of October, 1886, at which time Ileniey and his wife, as the testimony shows, came to this city for the purpose of attending the St. Louis fair. While here he was called upon at his hotel by the secretary of the plaintiff who had in view an adjustment of the old account. Some conversation was had on that subject. The parties failing to agree, the secretary of the plaintiff and Mr. Henley proceeded to the office of the Southern Wire Company to confer with other officers of the plaintiff corporation with respect to a settlement. Further conversation took place on the subject at the office of the Southern Wire Company; but it resulted in the parties failing to come to any understanding. While at the office of the Southern Wire Company, Henley, it appears, asked the officers of that company to give him a quotation upon 500 tons of plain wire, as if he desired to make such a purchase. No quotation was given him, however, and no purchase was made. After Henley left the office of the Southern Wire Company, and within a few hours, he was served with process in this suit as being an agent of the defendant. This is a sufficient statement of the facts in the case for the purposes of the present decision.
Chief Justice Waite remarked, in Railroad Co. v. Koontz, 104 U. S. 10: “It is now well settled that a corporation of one state, doing .business in another, is suable where its business is done if the laws make provision to that effect.” And in the case of the Insurance Co. v. Woodruff, 111 U. S. 146, 4 Sup. Ct. Rep. 364, it was said by Justice Blatchford “that a corporation of one state doing business in another is suable in the courts of the United States established in the latter state, if the laws of that state so provide, and in the manner provided by those laws;”
In the case of St. Clair v. Cox, 106 U. S. 359, 1 Sup. Ct. Rep. 854, it was held to be essential to the validity of service on a foreign corporation, by delivering a writ to one of its agents, that the corporation should at least be engaged in business within the state where served, and that the agent on whom the service is had should, at the time of service, be within the state in an official capacity; that is to say, engaged in the business of his principal. In the same case it was apparently held that valid service cannot be obtained unless the agent upon whom the writ is served stands in a representative character to the company; that a service had upon a subordinate employe, or upon an agent employed in a particular transaction, would not be valid. This latter ruling, however, has no bearing upon the case at bar, as the service in the present instance was had on the manager of the defendant corporation, although he is described in the return as being merely “secretary and agent.” There can be no doubt of the fact that he stood in the capacity of representative of the company, if he was in this state on the company’s business, and the company was transacting business in this state within the meaning of the decisions.
In the case of the Good Hope Co. v. Railway Barb Fencing Co., 22 Fed. Rep. 635, it was held by the circuit court of the United States for the Southern district of New York that a foreign corporation was not engaged in business in the state of New York for the purpose of authorizing suits against it in the federal court, — it appearing that the corporation in question had only made occasional purchases of goods in the city of New York, by sending an agent for that purpose, and had maintained no office within the state, or transacted other business therein.
Such seems to be the conclusion reached by all the federal courts that have thus far had occasion to consider the question as to what constitutes a carrying on of business within a state, and in that conclusion I .concur. 'When it is said that a corporation is engaged in business in a foreign state, and for that reason has voluntarily subjected itself to the operation of the laws of such foreign state regulating the service of process on foreign corporations, reference is plainly had to business opor-' ations of the corporation carried on within the state through the medium of agents appointed for that purpose, that are continuous, or at least of some duration, and not to business transactions that are merely casual, such as an occasional purchase of goods or material within the foreign state. The result is that the service in the present case must be held insufficient to sustain a judgment against the corporation, because the corporation in question was not engaged in business in this state within the meaning of the various decisions of the supreme court on that subject.
There will be a judgment for the defendant on the plea to the jurisdiction.