Alexandria v. Fairfax - 95 U.S. 774 (1877)
U.S. Supreme Court
Alexandria v. Fairfax, 95 U.S. 774 (1877)
Alexandria v. Fairfax
95 U.S. 774
1. Every corporation has officers who speak and act for it by authority of law, and some one of them, either by an express statutory provision or by the nature of their functions, is the proper person on whom the process or notice, which is necessary to bind it in a judicial proceeding, must be served.
2. Where the proceeding to confiscate a debt of the corporation to an individual is, by reason of his absence beyond the jurisdiction, necessarily in rem, the service of the process or notice on the corporation, which is requisite to a valid seizure of the debt, should be made upon some one of the officers of the corporation on whom a similar service would bind it in an ordinary suit against it.
3. By the Code of Virginia, such service, in case of a town or a city, may be made on the mayor, or, in his absence, on the president of the council or board of trustees, or, if both be absent, on an alderman or trustee.
4. Service on the Auditor of Alexandria, without an appearance by the city or the creditor, did not give the court jurisdiction of the debt which the city owed the creditor, and its decree condemning the debt to confiscation and sale is void.
This was an action of covenant, brought in the circuit court
of the City of Alexandria, Va., by Orlando Fairfax, against the City Council of Alexandria, to recover the principal of certain bonds, amounting in the aggregate to $8,700, with the arrearages of interest due thereon.
The following is a copy of one of the bonds:
"No. 35] ALEXANDRIA CORPORATION STOCK, $5,200"
"This is due from the Common Council of Alexandria unto Dr. Orlando Fairfax, $5,200, bearing interest at the rate of six percent per annum from the first day of July, 1858, payable half-yearly, being stock issued in pursuance of an act of the Common Council of Alexandria, passed on the twenty-third day of July, 1845, the principal of which is redeemable on the first day of January, in the year 1870, and is transferable only at the office of the auditor of the corporation, in person or by attorney."
"Witness the seal of the common council of Alexandria."
"W. D. MASSEY, Mayor"
"J. H. MCVEIGH,"
"President of Council"
"SAM. J. MCCORMICK, Auditor"
The defense was that the stock whereof mention is made in the bonds or certificates, and all the right, title, and interest of Fairfax therein, had, with the accrued interest thereon, been condemned to confiscation and sale, under an Act of Congress of July, 1862, by a decree of the District Court of the United States for the Eastern District of Virginia, May 4, 1864, and sold by the marshal, who transferred the stock to the purchasers on the books of the auditor of the city. The council recognized this transfer as valid, and issued to the purchasers or their assigns certificates of stock of like tenor and effect. They are still outstanding, and the interest thereon has been paid to the holders of them.
Fairfax was a resident of Alexandria until the commencement of the rebellion. He then went to Richmond, Va., where he has since resided, taking with him the said bonds or certificates of indebtedness, and he retained possession of them until he brought this suit.
The present controversy turned on the jurisdiction of the district court. Neither Fairfax nor the city council entered
an appearance to the proceedings which resulted in the decree. The order of seizure which the district attorney of the United States for the district within which the City of Alexandria is situate directed to the marshal, with the return made by the latter thereon, is set out in the opinion of this court, and is therefore, omitted here. The Circuit Court of the City of Alexandria rendered a judgment against Fairfax, which the Supreme Court of Appeals reversed, and rendered one in his favor. The city council thereupon sued out this writ of error.