Toledo Ice Co. v. Munger

124 Mich. 4 | Mich. | 1900

Montgomery, C. J.

This is an action of replevin for property seized by defendant upon an execution issuing from justice’s court, and directed against the property of plaintiff. The question involved is whether the justice obtained jurisdiction of the case. The return of service of the justice’s summons shows that it was made upon the defendant by serving a copy upon Albert Krasny, “its agent.” The corporation was organized under the statute relating to manufacturing corporations. The two sections which bear upon the question of service are sections 20 and. 30 of that act, being sections 7056 and 7066 of the Compiled Laws of 1897. These sections read as follows:

“Sec. 20. It shall be lawful for any corporation organized or existing under the provisions of this act to establish an office or offices for the transaction of business without this State and within the United States, and to hold any meeting of the stockholders or directors of such company at such office so provided for: Provided, that there shall always be one business office within this State, and that service of any notice or process may be made upon the agent’ in charge of such office, which shall be binding upon such corporation. The place of holding such offices shall be fixed by a vote of a majority of stockholders at any lawful meeting called for that purpose, and -after being fixed shall not be changed within one year, and shall be certified by the directors of such corporation to the secretary of state of this State within two months from the time such office or offices were so located.”

“Seo. 30. Service of any notice or legal process against any corporation formed or existing under this act may be made on the president, secretary, or treasurer, or upon the agent in charge of any business office of such corporation within this State, or, if neither of such officers or agent can be found, then such service may. be made by posting a true copy thereof in some conspicuous place at the business office of the corporation in this State.”

It is the contention of plaintiff that the office designated and provided by section 20 is the only office at which service may be made upon the agent in charge. The defendant contends that any business office, whether one designated and required by section 7056, or one elsewhere in use by the company, is an office where service may be made upon the agent in charge, under section 30, and the circuit judge so held. We think a fair reading of section 20 indicates the legislative purpose to provide for a designation by a majority of the stockholders of a business office within this State where service of process may be had, and that the place of business so designated is the true office referred to in section 30. It appears in this case that such a business office was designated, in compliance with section 20; that the service was not had upon an agent at the office so designated, but that the service was made at Whitmore Lake, — a place where defendant was conducting some business operations.

There is another objection to this judgment, which is made in the brief of counsel. The return does not show that the service was made upon an agent in charge of an office of the company. So far as the designation in the return goes, it does not exclude an agent for some other distinct purpose, and we think this return conferred no jurisdiction upon the justice. See Lake Shore, etc., R. Co. v. Hunt, 39 Mich. 469; Kirby Carpenter Co. v. Trombley, 101 Mich. 447 (59 N. W. 809).

Judgment reversed, and new trial ordered.

The other Justices concurred.