State v. Pennsylvania Steel Co.

Pattison, J., delivered the opinion of the Court. This suit was brought by the appellants, Frances L. Bickel and Margaret Bickel, as equitable plaintiffs, against the Pennsylvania Steel Company, a corporation incorporated under the laws of the State of Pennsylvania, to recover damages for the death of Boss L. Bickel, husband and father of the equitable plaintiffs, caused, as it is alleged, by the negligence of the defendant while he was engaged as its employee in the erection of the steel superstructure of a bridge across the Potomac Biver at Williamsport, Washington County, Maryland. The accident resulting in the death of Bickel occurred on the 16th day of December, 1908, and this suit was instituted on December 11th, 1909, and after many renewals, the summons issued to the April Term, 1913, was returned “Summoned, the Pennsylvania Steel Company of Philadelphia, a corporation, by service on B. C. Hoffman & Company, incorporated, its agent, by service on Howard E. Kernan, Treasurer, and a copy of the process left with B. C. Hoffman & Company, incorporated, by leaving the same with Howard E. Kernan, Treasurer of the K. C. Hoffman & Company, incorporated, also notice of said summons left at the principal office of said corporation.” A motion filed to quash the return to the summons was granted and the return to the summons quashed. Among the ²¹⁵ grounds -assigned in the motion, and those upon, which -the defendant- relies and upon which the Court below sustained the motion, are: 1st.

That the “defendant is not now.doing business in the State of Maryland, nor has it been doing any business therein, nor been engaged in.doing any'business in the State of Maryland since, the 17th day of January, 191 OK 2nd. That F. C. Hoffman & Company, incorporated, upon, which the summons was served, was not at the time of the institution of the suit, or had it ever been, an agent of the defendant company upon which process could have bee® served for and on behalf of defendant company. A motion to dismiss the appeal having been filed in, this Court, it will first be considered. It is contended by the appellee that the order sustaining the motion and quashing the return is not a final, but an interlocutory, order, from which an appeal to- this Court will not lie, and to sustain its contention cites us to the cases of Oland v. Agricultural Insurance Co., 69 Md. 248 ; Bolgiano v. Gilbert Lock Co., 73 Md. 132 ; Mullen v. Sanborn, 79 Md. 364 ; Central of Georgia Ry.

Co. v. Eichberg, 107 Md. 363 ; Long v. Hawken, 114 Md. 234 . In the first of these eases, the one upon which the appellee mainly relies, the plaintiff instituted suit in the Circuit Court for Frederick County against an insurance company incorporated under the laws of the State of New York, and the summons issued, against the defendant was returned served on the local agent of the defendant insurance company and a summons directed and sent by mail to the general agent or attorney of the company residing in the City of Baltimore especially appointed to receive process against the company, but whether such summons was ever received by the attorney or agent of the company was a controverted fact in the case. The Court there held that as the statute applicable to foreign insurance companies require them,, before doing business in this State;- to-file with the Insurance Commission “a power of attorney: appointing a citizen of this State, resident within this State; ²¹⁶ the agent or attorney for the company upon whom process of law can be served,” and as the defendant company in that case had met such requirement, good faith required that the process should have been served upon the attorney so selected and appointed and not upon the local agent. The Court in that case dismissed the appeal, but in doing so said: “The case against the appellee is still pending in •the Court below and process may be renewed and properly served in accordance with the provisions of the statute to which we have referred.” In this case, however, the defendant company contends that it is not doing business in the State, and,' further, that the party upon whom the process was served-was not at such time its agent within the meaning of the statute.

In that case the Court held that the defendant corporation Was doing business in the State of Maryland and that it could be properly sued in this State, and, further, that there was a party upon whom process could be served, binding :ipon the defendant corporation. But if it be held under the motion in this case that the defendant company is not doing business in this State and that B. O. Hoffman & Company is not the agent of the defendant company as aforesaid, 'then- not only will no action lie against the defendant in this State, but there is no one, as disclosed by the record, upon whom process may be served, binding upon the defendant corporation, in the jurisdiction in which this suit is insti.tuted, and, therefore, the order sustaining the motion to quash the return is so far final as to prevent the further prosecution of the suit, and thus an appeal will lie from said order to this Court. In the case of Central of Georgia Ry. Co. v. Eichberg, supra, the question here raised was not presented to, nor decided by, this Court.

That case, however, differs from the case- before us in that the motion in that case was overruled-, and, there was nothing, by reason of such ruling, to prevent the further prosecution of the suit. In this case the motion was sustained and the return quashed. The other ²¹⁷ • cases cited contain nothing inconsistent with the conclusion that we have reached. Section 92 of Article 23 of the Code of 1912 provides that “Any person or corporation, whether resident or non-resi•dent of this State, may sue any foreign corporation regularly doing business or regularly exercising any of its fran"Chises herein for any cause of action. * * * If such corporation has a resident agent authorized and prepared to accept service as provided by section 93 of this article, such process shall be served upon him.

If the corporation has no resident agent so authorized and prepared, process may be served upon any president, manager, director, ticket agent - cr officer of the corporation, or upon any agent or other per-son in its service.’’ The defendant company in this case, although coming •within the provisions of section 93 of Article 23, failed to " file with the Secretary of State a certificate giving “the name and address of its agent, resident in this State, authorized to accept service of process upon it,” as required by said section. . The validity of statutes of the character of the one above ■ quoted is generally recognized. “When a corporation has so far identified itself with a locality beyond the State of its creation and domicile as to be found there for practical business purposes, it is reasonable l<> treat it as there also to respond to its obligations when • called upon to do so in the courts of that locality. The in • convenience and practical injustice of permitting corporations to invoke the comity of a foreign state, for the exercise ■ of their franchises and the transaction of their business, and at the same time to obtain exemption from suit, have been "met by legislative enactments in many States authorizing ' the service of process, in such cases, upon the agents of the corporations. The judgments obtained in suits thus c'm-inenced by service upon such agents, pursuant to the laws ■ of the State, are valid everywhere, provided the corporation ²¹⁸ was engaged in business in the State, and service was made-upon an agent there, actually representing the corporation at the time.” Good Hope Co. v. Railway Barb Fencing Co., 22 Fed. 635 ; Lafayette Ins.

Co. v. French, 18 How. 404 ; Conn. Mutual Life Ins. Co. v. Spratley, 172 U. S. 602 ; St. Clair v. Cox, 106 U. S. 350 . If the State permits a foreign corporation to do business-within her limits and at the same time provides that in suits-against it for business done there, process shall be served upon its agents the provision is to be deemed a condition of the permission; and corporations that subsequently do-business in the State are to be deemed to assent to such condition as fully as though they had specially authorized their agents to receive service of the process.

There is no authority, however, for the service of a summons upon such agent of a foreign corporation, unless the corporation be engaged in business in the State and the agent be appointed to act" there. St. Clair v. Cox, supra. The difficulty in these cases is in determining what acts of the foreign corporation constitute “doing business” in the-State, so as to render it liable to be sued in such State. So-far as we have been able to find, there has been no general definition of the term “doing business” in the sense that we-are now dealing with that term.

This question, it seems,, must be largely determined upon the facts of each individual case, and so it must be determined in this case. “In the State where a corporation is formed, it is not difficult to ascertain who are authorized to represent and act for it. Its charter or the statutes of the State would indicate-in whose hands the control and management of its affairs are-placed. Directors are readily found, as also the officers appointed by them to manage its business. But the moment. the boundary of the State is passed, difficulties arise; it is-not so easy to determine who represents the corporation there, and under what circumstances service on