In order to hold a corporation personally liable in a foreign
jurisdiction, it must appear that the corporation was within the
jurisdiction and that process was duly served upon one of its
Page 227 U. S. 219
A corporation is not amenable to service of process in a foreign
jurisdiction unless it is transacting business therein to such an
extent as to subject itself to the jurisdiction and laws
Under the Carmack Amendment, the initial carrier is not liable
to suit in a foreign district unless it is carrying on business in
the sense which would render other foreign corporations amenable to
No all embracing rule has been laid down as to what constitutes
the manner of doing business by a foreign corporation to subject it
to process in a given jurisdiction. Each case must be determined by
its own facts.
The business done by a foreign corporation must be such in
character and extent as to warrant the inference that it has
subjected itself to the jurisdiction.
Where a railroad company establishes an office in a foreign
district and its agents there attend to claims presented for
settlement, as was done in this case, it is carrying on business to
such an extent as to render it amenable to process under the law of
Service of process on a resident director of a foreign
corporation actually doing business in the New York is sufficient
to give the court jurisdiction of the corporation.
The facts, which involve the construction of the Carmack
Amendment as to the place where the initial carrier may be sued,
and also as to what constitutes carrying on business within a
district so as to make the initial carrier amenable to process
therein, are stated in the opinion.
Page 227 U. S. 221
MR. JUSTICE DAY delivered the opinion of the Court.
The defendant in error, Alexander, filed his complaint against
the plaintiff in error, St. Louis Southwestern Railway
Page 227 U. S. 222
Company of Texas, a Texas corporation, in the Supreme Court of
New York County, to recover damages for loss sustained by him,
arising from the alleged negligence of the railway company in
failing to properly ice and re-ice certain poultry shipped from
Waco, Texas, to New York city, under a bill of lading given by the
railway company to the shipper, the Texas Packing Company. Upon the
petition of the railway company, the case was removed to the
Circuit Court of the United States for the Southern District of New
York. That court denied a motion to vacate and quash service of
summons and to dismiss for want of jurisdiction, and upon trial,
judgment was entered for the defendant in error. The district
court, succeeding to the jurisdiction of the circuit court, allowed
a writ of error and certified to this Court the question of
jurisdiction under § 238 of the Judicial Code. 36 Stat. 1087, c.
When the plaintiff in error received the poultry from the Texas
Packing Company at Waco on November 25, 1910, for shipment to New
York city, it delivered to the packing company a through bill of
lading in which it acknowledged receipt of the property, and agreed
to carry the freight "to its usual place of delivery at said
destination, if on its road, otherwise to deliver to another
carrier on the route to said destination," and in which was set
out, among others, the following conditions:
"SEC. 2. In issuing this bill of lading, this company agrees to
transport only over its own line, and except as otherwise provided
by law, acts only as agent with respect to the portion of the route
beyond its own line."
"SEC. 3. Claims for loss, damage, or delay must be made in
writing to the carrier at the point of delivery or at the point of
origin, within four months after delivery of the property. . . .
Unless claims are so made, the carrier shall not be liable."
The route, as shown by the bill of lading, was "Cotton
Page 227 U. S. 223
Belt to East St. Louis, care of Big 4 E. St. Louis, care of
Nickel Plate Route." On December 5, 1910, the freight was delivered
in a damaged condition to the defendant in error, to whom the bill
of lading had been indorsed.
Alexander brought suit on July 10, 1911, against the plaintiff
in error in the Supreme Court of New York County, and caused
summons to be served upon Lawrence Greer, one of the directors of
the plaintiff in error, residing in New York, in accordance with
the laws of New York. Subsequently the case was removed to the
United States circuit court on the ground of diversity of
citizenship. The plaintiff in error filed a motion to vacate and
quash the attempted service of summons, and to dismiss the
"for want of jurisdiction over the person of St. Louis
Southwestern Railway Company of Texas, for the reason that said St.
Louis Southwestern Railway Company of Texas is a foreign
corporation, organized and existing under the laws of the State of
Texas, is not doing business within the State of New York, is not
found within said state, and is not amenable to service therein,
and has not waived due service of summons herein by voluntary
appearance or otherwise."
The circuit court denied the motion, holding that the service
was in accordance with the New York laws, provided the action arose
in that state, and that the action did so arise, for, although the
contract was made in Texas, it called for delivery in New York, and
the bill of lading required that the claim be presented to the
carrier at the point of delivery, and holding further that, upon
the authority of Atlantic Coast Line R. Co. v. Riverside
Mills, 219 U. S. 186
Pennsylvania Lumbermen's Mutual Fire Insurance Company v.
Meyer, 197 U. S. 407
under the Carmack Amendment to the Hepburn Act, 34 Stat. 584, 595,
c. 3591, the plaintiff in error was doing business in the State of
New York to the extent that the federal courts acquired
Page 227 U. S. 224
jurisdiction of a removed cause in which summons had been served
in accordance with the state laws.
After an answer had been filed by the plaintiff in error, trial
was had in the district court (the Judicial Code having become
effective), the plaintiff in error duly renewing at the opening of
the trial and subsequent stages, its motions to vacate and quash
the service and to dismiss the action for want of jurisdiction,
which was denied upon the authority of the prior order. After final
judgment had been entered upon the verdict for the plaintiff, the
district court certified to this Court the question of
The record discloses the following facts in regard to the
relationship existing between the plaintiff in error and the St.
Louis Southwestern Railway Company and their activities in the
State of New York: the St. Louis Southwestern Railway Company, a
Missouri corporation, and the plaintiff in error, comprise what is
commonly known as the "Cotton Belt Route." running from St. Louis,
Missouri, through the states of Illinois, Missouri, Tennessee,
Arkansas, and Louisiana into Texas, with nearly one half of the
mileage in Texas. A map of the two roads contained in their
"Official List," showing the route of the system, makes no
distinction whatsoever between the trackage routes of the two
All the stock of the plaintiff in error, save qualifying shares,
is owned by the Missouri company, and the funded debt, mortgages,
and other obligations and assets of the plaintiff in error are
owned and controlled by the Missouri company. In a certain
application to the New York Stock Exchange requesting it to list
securities of the Missouri company, made by the secretary of that
company, it was stated that the proceeds were to be used for
equipping and extending certain branches of the plaintiff in error.
Certain banks and trust companies in New York city act as
registrars, trustees, transfer agents, and agents
Page 227 U. S. 225
for the two companies, the obligations being secured by
mortgages upon the properties of both corporations.
The general officers and agents of one company hold similar
positions with the other. The annual report of the plaintiff in
error and the Missouri company are combined, and the Texas company
referred to as a part or division of the Missouri corporation.
Throughout the report, reference is made to the "entire system,"
and in various respects the two lines are treated as one
It further is shown that, upon the door of an office in New York
City, there appears the sign "Cotton Belt Route," which words are
also found on the stationery of the plaintiff in error and the
Missouri company, and that beneath the symbol appears "St. Louis
Southwestern Lines," and underneath the names of P. H. Coombs,
General Eastern Freight and Passenger Agent, and C. W. Braden,
Traveling Freight Agent. In official pamphlets of the two roads,
the names of the plaintiff in error and the St. Louis Southwestern
Railway Company are bracketed together to show that they constitute
the Cotton Belt Route.
Before the action was commenced, the defendant in error had
considerable correspondence in regard to the claim with P. H.
Coombs, of the New York office, in which the defendant in error
stated that the plaintiff in error was the initial carrier, and as
such would be held liable for the amount of the damage. Replies
were received to all such letters, acknowledging receipt and
showing the attention and investigation which the claim was
receiving, and stating that all claims were handled by the general
offices at either St. Louis or Tyler, Texas, and that the letters
were being sent to the St. Louis office of the Missouri company,
and that it was hoped a satisfactory reply from the St. Louis
office would be received at an early date. One letter was forwarded
to S. C. Johnson, auditor of the Missouri Company, Freight Claim
Division, and general
Page 227 U. S. 226
adjuster of all freight claims of the Cotton Belt Route, who
replied that he would review the matter and write fully regarding
the company's position.
In this class of cases, where it is undertaken to hold a
corporation personally liable in a foreign jurisdiction, two
questions ordinarily arise: the first, was the corporation within
the jurisdiction in which it is sued?; the second, was process duly
served upon an authorized agent of the corporation? As to the
latter question, there is little difficulty in this case. The cause
of action having accrued in New York by the failure to keep the
contract for the safe delivery of the goods there, the service
could be properly made under the New York statute, in the absence
of other designated officials, upon the resident director.
Pennsylvania Lumbermen's Mut. F. Ins. Co. v. Meyer,
The other question as to the presence of the corporation within
the jurisdiction of the court in which it was sued raises more
difficulty. A long line of decisions in this Court has established
that, in order to render a corporation amenable to service of
process in a foreign jurisdiction, it must appear that the
corporation is transacting business in that district to such an
extent as to subject it to the jurisdiction and laws thereof.
Lafayette Ins. Co. v.
18 How. 404; St. Clair v. Cox,
106 U. S. 350
Goldey v. Morning News, 156 U. S. 518
Conley v. Mathieson Alkali Works, 190 U.
; Geer v. Mathieson Alkali Works,
190 U. S. 428
Peterson v. Chicago, Rock Island & Pac. Ry. Co.,
205 U. S. 530
Green v. Chicago, Burlington & Quincy Ry. Co.,
205 U. S. 530
Mechanical Appliance Co. v. Castleman, 215 U.
; Herndon-Carter Co. v. Norris Son &
Co., 224 U. S. 496
In the court below, it was adjudged that the so-called Carmack
Amendment, under the circumstances here detailed, had had the
effect of making the corporation liable to suit in New York, and,
because of the agency within
Page 227 U. S. 227
New York of the connecting carrier, effected by that statute,
must be held to be there present and subject to service of process.
In view of the recent consideration of the Carmack Amendment in
this Court, it is unnecessary to now enter upon any extended
discussion of it. The object of the statute was to require the
initial carrier receiving freight for transportation in interstate
commerce to obligate itself to carry to the point of destination,
using the lines of connecting carriers as its agencies, thus
securing for the benefit of the shipper unity of transportation and
responsibility. Atlantic Coast Line R. Co. v. Riverside
Mills, 219 U. S. 203
The provisions of the amendment had the effect of facilitating the
remedy of the shipper by making the initial carrier responsible for
the entire carriage, but the amendment was not intended, as we view
it, to make foreign corporations through connecting carriers liable
to suit in a district where they were not carrying on business in
the sense which has heretofore been held necessary to confer
We reach the conclusion that this case is to be decided upon the
principles which have heretofore prevailed in determining whether a
foreign corporation is doing business within the district in such
sense as to subject it to suit therein. This Court has decided each
case of this character upon the facts brought before it, and has
laid down no all-embracing rule by which it may be determined what
constitutes the doing of business by a foreign corporation in such
manner as to subject it to a given jurisdiction. In a general way,
it may be said that the business must be such in character and
extent as to warrant the inference that the corporation has
subjected itself to the jurisdiction and laws of the district in
which it is served, and in which it is bound to appear when a
proper agent has been served with process. Lafayette Ins. Co.
v. French, supra,
p. 59 U. S. 407
Green v. Chicago, Burlington & Quincy Ry. Co., supra,
p. 205 U. S. 532
Applying the general principles
Page 227 U. S. 228
which we regard as settled by this Court, was this company doing
business in the State of New York in that sense?
The testimony discloses that the two roads together constitute a
continuous line from St. Louis through the States of Illinois,
Missouri, Tennessee, Arkansas, and Louisiana into Texas, and are
together known as the "Cotton Belt Route." This combination has an
office in the City of New York, upon the door of which, as upon the
stationery and literature of the companies, the symbol, "Cotton
Belt Route," is found in use. Underneath appears the general
description, "St. Louis Southwestern Lines," and there is also
named a general eastern freight agent and traveling freight agent
of the lines. With this joint freight agent at the office in New
York the matter of the plaintiff's claim was taken up and
considered, and correspondence concerning it was had through his
office, and a settlement of the claim attempted. It was only after
such negotiations for a settlement had failed that this action was
brought. Here, then, was an authorized agent attending to this and
presumably other matters of a kindred character, undertaking to act
for and represent the company, negotiating for it, and in its
behalf declining to adjust the claim made against it. In this
situation, we think this was the transaction of business in behalf
of the company by its authorized agent in such manner as to bring
it within the district of New York, in which it was sued, and to
make it subject to the service of process there. See,
this connection, Pennsylvania Lumbermen's Mutual Fire Insurance
Company v. Meyer, 197 U. S. 415
Commercial Mutual Accident Co. v. Davis, 213 U.
, 213 U. S.
In our opinion the court did not err in holding the corporation
subject to process and duly served in this case.