1. Judgment holding petitioner liable in Virginia for local
debts of a corporation whose business it took over upheld on
authority of
American Ry. Express Co. v. Kentucky, ante,
p.
273 U. S. 269. P.
273 U. S. 280.
2. A state statute constitutionally may require a foreign
corporation to appoint a local agent and, in case of its default,
may itself
Page 273 U. S. 275
designate an official, to receive service of process in actions
to collect local debts of the corporation left unsettled when it
withdrew from the state. P.
273 U. S. 280.
141 Va. 602 affirmed.
Certiorari (268 U.S. 687) to a judgment of the Special Court of
Appeals of Virginia which affirmed a judgment recovered against the
petitioner by the respondent based on a judgment previously
recovered against the Southern Express Company, whose express
business and operating property the petitioner took over.
Page 273 U. S. 278
MR. JUSTICE McREYNOLDS delivered the opinion of the Court.
Following an agreement of June, 1918, by the Adams Express
Company, American Express Company, Southern Express Company (a
Georgia corporation), and Wells Fargo & Co., the principal
concerns then engaged in express transportation throughout the
Union, the American Railway Express Company was incorporated under
the laws of Delaware, and, by issuing its capital stock, acquired,
July 1, 1918, all property of those carriers theretofore utilized
in connection with such business. The Southern Express Company
owned no other property located in Virginia. After this transfer,
it retired from the state, but in New York continued to hold
valuable assets, including the stock of petitioner so received, and
was solvent.
Page 273 U. S. 279
September 15, 1919, respondent sued the Southern Company in the
Norfolk Circuit Court for the value of goods intrusted to it in
1917 for transportation from Richmond to Norfolk, Virginia, and
lost. Summons was executed by delivering a copy to the chairman of
the State Corporation Commission and transmitting another to the
defendant by mail. A special plea challenged the validity of the
service upon the ground that the defendant had withdrawn from the
state, and was no longer a foreign corporation doing business there
within the meaning of the Code provisions printed in the margin.
* This special
plea was overruled. Defendant failed to plead further, and judgment
went by default May 15, 1920.
July, 1922, respondent here sued petitioner for the amount of
the above-described judgment upon the theory
Page 273 U. S. 280
that, under the narrated circumstances, the latter became liable
for outstanding obligations of the Southern Company contracted in
Virginia. After a full and fair hearing, the trial court gave
judgment therefor. The Special Court of Appeals affirmed this
action. 141 Va. 602.
What we have said in
American Railway Express Co. v.
Kentucky, ante, p.
273 U. S. 269, is
enough to dispose of all material points raised here except the
claim that the judgment against the Southern Express Company was
void because not based on proper service of process, and that is
without merit. Evidently the statute might reasonably be construed
as intended to designate an agent upon whom process should be
served in suits growing out of transactions within the state where
the corporation had failed so to do. The state court gave the
statute that effect, and we are bound by the result.
Mutual
Reserve Association v. Phelps, 190 U.
S. 147,
190 U. S. 158;
Hunter v. Mutual Reserve Life Insurance Co., 218 U.
S. 573.
The judgment of the court below must be
Affirmed.
MR. JUSTICE SUTHERLAND and MR. JUSTICE BUTLER dissent.
* Section 1294g, subsecs. 2, 3, Virginia Code 1904:
"(2) Every such corporation, company, association, person, or
partnership shall, by a written power of attorney, appoint some
person residing in this state its agent, upon whom may be served
all lawful process against such corporation, company, association,
person, or partnership, and who shall be authorized to enter an
appearance in its or his behalf. A copy of such power of authority,
duly certified and authenticated, shall be filed with the state
corporation commission, and copies thereof, duly certified by the
clerk of the said commission, shall be received as evidence in all
courts of this state. . . ."
"(3) If any such agent shall be removed, resign, die, become
insane, or otherwise incapable of acting, it shall be the duty of
such corporation, company, association, person, or partnership to
appoint another agent in his place, as prescribed by the preceding
section. And until such appointment is made, or during the absence
of such agent of any such corporation, company, association,
person, or partnership, from the state, or if no such agent be
appointed as prescribed by the preceding section, service of
process may be upon the chairman of the State Corporation
Commission, with like effect as upon the agent appointed by the
company. The officer serving such process upon the chairman of the
State Corporation Commission shall immediately transmit a copy
thereof, by mail, to such corporation, company, association,
person, or partnership, and state such fact in his return."