1. A judgment of the district court dismissing an action upon
the ground that the process served was void and gave no
jurisdiction over the defendant's person is reviewable directly
here. P.
257 U. S.
214.
2. The purpose of a state law requiring foreign corporations to
appoint local agents upon whom process may be served is primarily
to secure local jurisdiction in respect of business transacted
within the state, and the scope of the agency should not be
extended further by implication unless so construed by the state
supreme court. P.
257 U. S.
215.
3. In an action in Ohio by an Ohio corporation against a
Missouri corporation, upon a contract to be performed in Michigan,
negotiated by correspondence and consummated (it seems) in
Illinois, it appeared that the defendant had appointed an agent in
Ohio upon whom process might be served (Ohio Gen.Code, § 179), and
was engaged in building operations there when the contract was
made, but, before the suit, had ceased such operations and
withdrawn its property and men, and thereafter it merely filed
an
Page 257 U. S. 214
annual report in compliance with Ohio Gen.Code, § 5499, after
service in the action a made on the agent.
Held that the
service was void.
Chipman, Ltd. v. Thomas B. Jeffery Co.,
251 U. S. 373.
Affirmed.
Writ of error to review a judgment of the district court
dismissing an action against a foreign corporation upon the ground
that the service of process upon its statutory agent did not give
jurisdiction over the person of the corporation.
MR. JUSTICE HOLMES delivered the opinion of the Court.
This case is here on error to a judgment of the district court
that held the summons in the suit void and, on the plaintiff's
statement that it could not secure service otherwise, dismissed the
petition for want of jurisdiction over the person of the defendant.
An appeal to this Court lies in such a case.
Board of Trade of
the City of Chicago v. Hammond Elevator Co., 198 U.
S. 424. The material facts are as follows: the action is
brought by an Ohio corporation upon a contract made with the
defendant, a Missouri corporation, to deliver "f.o.b. cars Ann
Arbor, Michigan," specified woodwork for the library building of
the University of Michigan, upon which the defendant was engaged.
The contract was made by correspondence between the plaintiff in
Cincinnati and the defendant in Chicago, and would seem from the
affidavits and exhibits to have become operative by the posting of
a letter of the defendant accepting corrections at Chicago, on
February 10, 1917, although, by the declaration, it is alleged to
have been made in Cincinnati.
Beaumont v.
Prieto, 249 U.S.
Page 257 U. S. 215
554. The defendant is a contractor, constructing buildings and
the like, and, being a foreign corporation, in 1910 had designated
Simeon Nash as a person upon whom process against it could be
served within the State of Ohio, as required by statute.
Subsequently it constructed buildings in Ohio, but its last work
was finished on October 29, 1918, and its workmen and property were
withdrawn from the state. Since that date, it has made no bids for
work there. This action was begun on April 5, 1919, in a state
court of Ohio, but afterwards was removed to the district court of
the United States. The only service was upon Nash, and the question
is whether it was sufficient in the circumstances set forth.
An annual report is required by Gen.Code, § 5499, for foreign
corporations for profit doing business in the state. The defendant
filed such a report in July, 1919, after the service, and no doubt
would have been ready to bid upon Ohio contracts that seemed to it
tempting, as it had done in the past. The plaintiff contends that
these facts show that it was doing business in Ohio when the writ
was served. The defendant says that the report was necessary for
the ascertainment of taxes due from it for the last financial year,
but it may be assumed that the wish to keep open the possibility of
further employment was a contributing motive. It did nothing,
however, and it contends that merely watching from outside for a
chance was not enough to bring it into the trap. If it had
withdrawn from the state, the agency of Nash did not extend to
receiving service in a suit upon a contract made and to be
performed as this was.
Chipman, Ltd. v. Thomas B. Jeffery
Co., 251 U. S. 373. The
defendant relies upon the analogy of that case.
The purpose in requiring the appointment of such an agent is
primarily to secure local jurisdiction in respect of business
transacted within the state. Of course, when a foreign corporation
appoints one as required by statute, it
Page 257 U. S. 216
takes the risk of the construction that will be put upon the
statute and the scope of the agency by the state court.
Pennsylvania Fire Insurance Co. v. Gold Issue Mining &
Milling Co., 243 U. S. 93. But
the reasons for a limited interpretation of a compulsory assent are
hardly less strong when the assent is expressed by the appointment
of an agent than when it is implied from going into business in the
state without appointing one. In the latter case, the implication
is limited to business transacted within the state.
Simon v.
Southern Ry. Co., 236 U. S. 115,
236 U. S.
131-132.
Old Wayne Mutual Life Association v.
McDonough, 204 U. S. 8,
204 U. S. 22-23.
Unless the state law either expressly or by local construction
gives to the appointment a larger scope, we should not construe it
to extend to suits in respect of business transacted by the foreign
corporation elsewhere, at least if begun, as this was, when the
long previous appointment of the agent is the only ground for
imputing to the defendant an even technical presence.
Chipman,
Ltd. v. Thomas B. Jeffery Co., 251 U.
S. 373. The indications of the Ohio statutes, so far as
they go, look to "liability incurred within this state." Gen.Code,
§ 181. As we know of no decision to the contrary by the Supreme
Court of Ohio, we are of opinion that the service upon Nash was
bad.
Judgment affirmed.
