AMERICAN RAILWAY EXPRESS COMPANY
v.
ROYSTER GUANO COMPANY
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American Railway Express Company challenged its liability for debts incurred by the Southern Express Company in Virginia, arguing that Southern Express had withdrawn from the state and therefore could not be properly sued there. The Supreme Court affirmed that Southern Express was validly served with process through Virginia's State Corporation Commission, even after withdrawing from the state, and upheld the judgment against American Railway Express as Southern's successor in interest, establishing that a state may designate its corporation commission as an agent for service of process on foreign corporations that have failed to appoint their own agents.
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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 & Company, the principal concerns then engaged in express transportation throughout the Union, the. American Railway Expréss Company was incorporated under the laws of Delaware and, by issuing its capital stock, acquired, July Í, 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. 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, Va., 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 A special plea challenged the validity of the service upon the ground that the deféndant had withdrawn from the State and was no longer a foreign corporation doing business there within the meaning of the Code provisions printed in the margin.* This special plea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 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. Commonwealth of Kentucky, ante, p. 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, 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, subsec. 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.
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Hicklin v. Coney, 290 U.S. 169 (U.S. 1933)…of the state court is controlling as to the meaning and extent of the statutory requirements. St Louis S.W. Ry. Co. v. Arkansas, 235 U.S. 350, 362; Knights of Pythias v. Meyer, 265 U.S. 30, 32, 33; American Railway Express Co. v. Royster Guano Co., 273 U.S. 274, 280. Nor does the statute as construed exhibit a fatal defect of indefiniteness. Its requirements as to the appellant, as the state court has defined them, are not uncertain. ' Another objection, that the Railroad Commission was authorized to reg…
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Wash. Ex rel. Bond & Goodwin & Tucker, Inc. v. Superior Court of Wash. for Spokane Cnty., 289 U.S. 361 (U.S. 1933)…utual Reserve Assn. v. Phelps, 190 U.S. 147, 158, or might, as here, be upon the terms that if the corporation had failed to appoint or maintain an agent service should be made upon a state officer, American Railway Express Co. v. Royster Guano Co., 273 U.S. 274, 280. The provision that, the liability thus to be served should continue after withdrawal* from the' State afforded a lawful and constitutional protection -of persons who had there'transacted business with the appellant. American Railway Express Co…
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Zendle v. Garfield Aniline Works, Inc. (D.N.J. 1928)…so doing, to provide upon whom such service may be made in suits relating to business transacted therein, but such statutory requirements cannot extend to causes of action arising in other states.” American Railway Express Co. v. Royster Guano Co., 273 U. S. 274, 41 S. Ct. 355, 71 L. Ed. 642: “A state statute constitutionally may require a foreign corporation to appoint a local agent and, in case of its default, may itself designate an official, to receive service of process in a'etions to collect local de…1 / 2
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited (18 total)
- The Pusey & Jones Co. v. Hanssen, 261 U.S. 491 (U.S. 1923)
- Hollins v. Brierfield Coal & Iron Co., 150 U.S. 371 (U.S. 1893)
- Haddock v. Haddock, 201 U.S. 562 (U.S. 1906)
- N.C. R.R. Co. v. Zachary, 232 U.S. 248 (U.S. 1914)
- St. Clair v. Cox, 106 U.S. 350 (U.S. 1882)
- Blake v. McCLUNG, 172 U.S. 239 (U.S. 1898)
- Mut. Reserve Fund Life Ass'n v. Phelps, 190 U.S. 147 (U.S. 1903)
- McDONALD v. Williams, 174 U.S. 397 (U.S. 1899)
- Graham v. R.R. Co., 102 U.S. 148 (U.S. 1880)
- Norfolk & W. Ry. Co. v. Conley, 236 U.S. 605 (U.S. 1915)