State ex rel. Howard Cole & Co. v. Circuit Court for St. Croix County

178 Wis. 89 | Wis. | 1922

Crownhart, J.

Sec. 2619, Stats., provides for the place of trial of civil actions against a domestic corporation as follows:

“Section 2619. The proper place of trial of civil actions is as follows, respectively: . . .

“Sixth. Of an action against any other corporation existing under the law of this state, the county in which it is situated or has its principal office or place of business, or in which the cause of action or some part thereof arose.”

The motion for a change of venue was based on an affidavit of one of defendant’s attorneys to the effect that he was one of the incorporators of the defendant; that by the articles of incorporation said corporation was located at the city of Janesville in Rock county; that the city of Janesville is the only place where said corporation had ever transacted any business in the state; that the original articles of incorporation have never been changed; and that no part of the transaction set forth in the complaint took place in Wisconsin.

The defendant, in opposing the motion, filed an affidavit to the effect that the defendant corporation had no place of business, no officers, no agents, and no office in the city of Janesville or in Rock county, but that since 1917 the reports of said corporation to the secretary of state showed that the corporation, its officers, board of directors, and offices, were located without the state of Wisconsin. The return of the sheriff of Rock county on the summons certified that he was. unable to find any officer or agent of said company in his county. The affidavit of the secretary of state showed that he had mailed copy of the summons and complaint to said corporation at Janesville, but that the same was returned unclaimed and with the notation on the envelope “No such firm here” and “Not in directory.” An affidavit was filed of George S. Grimes to the effect that he had made due and diligent search in the city of Janesville for some office, place of business, location, or situation, officer, director, or agent of the defendant, but was wholly unable to find any such in the city of Janesville or in Rock county. The annual report for 1921 of the defendant to the secretary of state, required by law, contains the following: “Location of corporation: Madison, New Jersey.” The circuit court found as a fact that the defendant was not located in Rock county.

An action may be begun against a domestic corporation in any county of the state, and maintained therein subject to removal to the proper place for trial, as provided in the statute quoted. As we have seen, the proper place of trial in an action against a domestic corporation is the county in which the defendant is situated or has its principal office or place of business, or in which the cause of action or some part thereof arose.

Upon an application for a change of venue under the statute it therefore becomes a question of fact for the court to determine whether or not the county to which a change of venue is sought is the county in which the defendant is situated or has its principal place of business, or in which the cause of action or some part thereof arose. The circuit court in this action on such motion determined those facts in the negative on sufficient evidence. It was not claimed on the hearing of the motion that the defendant had any office or place of business, or any officers or agents, or did any business in Rock county. The sole claim made was that the articles of incorporation, made some ten years ago, set out, as provided by statute, the location of said company as follows: “The name of such corporation shall be Howard Cole & Company (Inc.), and its location shall be in the city of Janesville, Rock county, Wisconsin.”

The statute fixing the place of trial does not use the term “location,” but instead says that the place of trial shall be where the company is “situated.” But if we assume that the two- terms mean the same, still it is incumbent upon the defendant to show that it is actually situated in the place named. That is not determined by the statement in the articles of incorporation. It is a matter of common knowledge that corporations frequently change the- place where they are situated and change the location of their principal office or place of business. If the defendant ever had its place of business or principal office or was ever situated in Janesville, Rock county, it is clear from the proof that it has long since abandoned the same; therefore the circuit court properly denied the motion for a change of venue.

By the Court. — The motion of the defendant to quash the alternative writ of mandamus is granted, and the petition of the plaintiff is dismissed.