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Private corporations are domiciliated in the State of their origin, and are artificial persons liable to have their property attached, and their property and credits subjected to garnishment in the hands of third persons in all the other States. Beyond their own State they are treated as non-residents, precisely as though they were natural persons. They are treated, however, as having a quasi domicil in other States than that of their origin, when authorized to do business there on condition of subjecting themselves to liability there to be served by ordinary process.? When sued at such domicil by ordinary process, the record should show the liability there in order to support the jurisdiction of the court.3 Though operating the Federal government does not affect Brauser 21. New Eng. Ins. Co., 21 Wis. their character as foreign or domestic; 506. that depends upon locality. Bowen 2. A foreign insurance company had an First Nat. Bank of Medina, 24 How. agent in Georgia, but was not doing (N. Y.) 403; Cooke v. State Nat. Bank, business there; and it was held that he 50 Barb. (N. Y.) 339; s. C., 52 N. Y. 96; could not be garnisheed in a suit against Robinson v. Nat Bank of Newberne, 81 the company, and that the Georgia court N. Y. 385.
had no jurisdiction over the company. A national bank located in Boston was Schmidlapp v. La Confiance Ins. Co., 71 held to be a foreign corporation in New
Ga. 246. York. Cooke v. State Nat. Bank, 50 Foreign attachment certified to the Barb. (N. Y.) 339: 4. C., 52 N. Y. 96. court of common pleas in Ohio cannot
1. Domicil of a Corporation. — The gen. reach the real estate of a resident of that eral rule is that a corporation is domicil. State. Krumm ?'. Krauss, 26 Ohio St. iated only in the State which created it, 529. It lies against a non-resident corand that it is incapable of passing bevond poration. Champion Co. v. Husten, 24 the lines of that State. Plimpton v. Bige. Ohio St. 503. The words “foreign corlow, 93 N. Y. 592, 598; Merrick 71. Van porations" in the statute (S. & C. 776) Santvoord, 34 N. Y. 208; Stevens v. do not include those of the State. Boley Phønix Ins. Co., 41 N. Y. 150; McQueen 7. Ohio Life, etc., Co., 12 Ohio St. v. Middletown Mig. Co., 16 Johns. (N. But the action lies against a nonY.) 5, Bank of Augusta 2'. Earle, 13 Pet. resident stockholder in an Ohio corpora(US.) 519: Lafayette Ins. Co. v. French, tion. Nat. Bank of New London .'. 13 How. (U. S.) 404; Myer 2. Liverpool Lake Shore, etc., R. Co., 21 Ohio St. 221. Ins. Co., 40 Md 595; Peckham v. North Indebtedness, non-residence, and Parish, 16 Pick. (Mass.) 274.
levy essential to jurisdiction. Parker v. 2. Exceptions to that rule are now rec- Miller, 9 Ohio, 108. ognized and established in the interest The proceeding held to be in rem, and of commerce, so far as to hold a corpora- therefore strict observance of the law tion liable in other States than that where necessary Humphrey 1. Wood, Wright it is chartered, if it does business in them, (Ohio), 566. The absence of one joint and has representatives there who may debtor not sufficient. Taylor v. McDonbe legally cited to find the corporation. ald, 4 Ohio, 149. Attachment for nonBarr v. King, 96 Pa. St. 485; Darlington resident must be founded on contract or ? Rogers, 13 Phila, (Pa.) 102; Libbey 7'. judgment. Pope v. Ins. Co., 24 Ohio Hodgdon, 9 N. H. 394; Moulin v. Tren. St. 481. In foreign attachment, jurisdic. ton Ins. Co., 24 N. J. L. 222.
tion depends on the existence of properA State permitting foreign corpora- ty or rights in action. Myers v'. Smith, tion to do business within its bounds 29 Ohio St. 120. may impose upon it the condition that it 3. Foreign Corporation Doing Business in shall subject itself to liability as though the State. — "When service is made withit were domesticared. Paul v. Virginia, in a State upon an agent of a foreign cor8 Wall. (U. S.) 168; Lafayelle Ins. Co. poration, it is essential, in order to 7. French, 18 How. (U. S.) 404: Newell support the jurisdiction of the court to v. Great Western Railway Co., 19 Mich. render a personal judgment, that it should 341; Gibbs v. Queen Ios. Co., 63 N. Y. appear somewhere in the record 114; s. C., 20 Am. Rep. 513; Fithian v. that the corporation was engaged in busiV. Y. & Erie R. Co., 31 Pa. St. 114; ness in the State The jurisdiction McAllister v. Pa. Ins. Co., 28 Mo. 214: of the court, under the writ, to dispose of
in different States, a corporation cannot be successfully garnisheed in one for a debt payable in another. The rule which exempts a personal non-resident from garnishment under such circumstances is applicable to foreign corporations.2 the property attached cannot be doubted, which was enacted in aid of creditors so far as was necessary to satisfy the extends only to cases of foreign cordemand. No question was raised as to porations having, at the time, property the validity of the judgment to that ex. in the Commonwealth liable to be aliachtent. The objection to it was to evidence ed; giving our couris jurisdiction of such that the amount rendered was an existing corporations, as defendants, only in cases obligation or debt against the company. where they have property within the If the court had not acquired jurisdiction Commonwealth. This statute, it will be over the company, the judgment estab- observed, subjects foreign corporations lished nothing as to its liability beyond to the same liability, as defendants, which the amount which the proceeds of the attach to individuals, and nothing more property discharged.” St. Clair v. Cox, than this; and there seems to be no good 106 U. S. 350.
reason for extending their liabilities, in 1. Corporation Operating in Different cases of the trustee process, beyond that States. An attachment was issued which exists in cases of individuals resid. iigainst a non-resident debtor, and a ing in another State. Applying this prinsummons of garnishment served on the ciple to the facts of the present case, it East Tenn., Va. & Ga. Railroad Co. by would seem very clearly to follow thal, as serving a station agent in Georgia. The a general rule, foreign corporations are answer of the garnishee showed that the not liable to the trustee process. company acted under charters from each It seems to us very clear that the circumof the States; that it was indebted to the stances of the residence here of individual attachment defendant, in Tennessee, for members of this corporation can give no labor there performed, and where he locality to the corporation within this resided; that his wages were exempt from Commonwealth. The individual memattachment by the laws of Tennessee; bers, as such, have no authority or cathat he had sued for his wages in that pacity to act in the corporate name, or State, and had recovered, though the gar- to represent the corporate interests; and, nishment had been pleaded there by the if their residence in any State were allowed company in defence to his suit. It was to have the effect to make the corporaheld that no debt was due to the attach- tion a domestic one, our corporations, inent defendant in Georgia, by the gar- instead of being local and limited, for vishee (the R. Co.).
East most purposes, to the territorial•limits of Tenn., etc., R. Co., 74 Ga. 548. This the States incorporating them. would case distinguished from Kyle v. Mont- have a corporate existence, rendering gomery, 73 Ga. 337.
them liable to civil process, in as many A carrier is not responsible for goods different States as its various members sold under an attachment, after having might happen to reside in. Nor do we notified the owner thereof. Balt. & Ohio think the fact that individuals, who hold R. Co. v. Davis (Pa.), 10 Cent. Rep. 630. offices in such corporation, reside here,
2. Garnishment of Foreign Corporations. or that the books and records are kept -A non-resident is not garnishable, un- here, can give the corporation so far the less he owe the attachment defendant a character of a domestic corporation as sum payable in the State, or hold goods to subject it to suits here in which the of the defendant within the State where corporation is summoned as trustee. the writ is sued out. Tingley v. Bate. We think that the jurisdiction of our man, 1o Mass. 343; Ray v. Underwood, couris, in suits against them, can only 3 Pick. (Mass.) 302; Hart v. Anthony, 15 attach when they have property within Pick. (Mass.) 445; Squair v. Shea, 26 the Commonwealth liable to attachment." Ohio St. 645.
Danforth v. Penny, 3 Metc. (Mass.) 564. Foreign corporations are exempt from Of like import: Gold v. Housatonic R. garnishment, subject to the same excep- Co., I Gray (Mass.), 424: Larkin tions, though the officers reside in the Wilson, 100 Mass. 120; Liverpool Ins. State and the statute provides that all cor- Co. v. Massachusetts, 10 Wall. (U. S.) porations may be summoned under the 566: Willet v. Equitable Ins. Co., 10 trustee process. In announcing this Abb. Pr. (N. Y.) 193; Smith v. B. C. & principle, in Massachusetts, the court M. R. Co., 33 N. H. 337; Bradford 24. said: “It will be seen that the statute Mills, 5 R. I. 393; Myer v. Liverpool, etc.,
This rule, however, has not been invariably followed: funds in the hands of a common carrier have been attached, though payable in another State. 1
Property in transitu cannot be attached in the hands of the carrier, except in the county where the writ is issued, it has been held; nor anywhere within the bounds of the State, if the service on the common carrier as garnishee was too late for the necessary orders from the superior officer to reach the subordinate agents in charge of the goods in time to stop the transit. And it is queried whether a common carrier may be garnisheed at all for goods already in transit and crossing the State.2
If the owner of baggage is a passenger, the common carrier cannot be garnisheed within the State as the possessor of it, in a suit against the passenger.3
Ins. Co., 40 Md. 595; State v. Boston, B. C. & M. R. Co., 33 N. H. 337; Balt. etc., R. Co., 25 Vt. 433. Compare Mid- & O. R. Co. v. Gallahue, 12 Gratt. (Va.) land P. R. Co. v. McDermid, 91 111. 170. 655. Compare Mahany v. Kephart, 15
Where a foreign corporation has as- W. Va. 609. sented, in consideration of privileges 1. A common carrier has been held granted, to keep an officer within the liable to garnishment for funds of the State duly authorized to represent it in defendant in hand, though payable in having service served upon him in its another State. Adams v. Scott, 104 behalf, it may be legally garnisheed by Mass. 164. Compare Bottom v. Clark, 7 service upon such representative. Jones Cush. (Mass.) 487; Whipple v. Robbins, v. N. Y. & Erie R. Co., 1 Grant (Pa.), 97 Mass. 107; Edwards v. Transit Co., 457; Fishian v. N. Y. & Erie R. Co., 31 104 Mass. 159; Clark v. Brewer, 6 Gray Pa. Si. 114; Barr v. King, g6 Pa. St. (Mass.), 320. 485.
2. If a common carrier has property Operating within the State has been which he is taking through the State, it held sufficient to render a foreign railroad has been held that it can be attached corporation liable to attachment and gar- cnly if it is in the county where the writ nishment under a statute authorizing the issued out. Ill. Cent. R. Co. v. corporation to do business within the Cobb, 48 Ill. 102; Sutherland v. Peoria State. Pennsylvania R. Co. v. Peoples, Bank, 78 Ky. 250. The ruie has been 31 Ohio St. 537.
extended in Wisconsin, and it is held that Under a statute of Illinois providing a railroad company cannot be garnisheed, that foreign corporations doing business though property of the defendant in within the State shall be subject to all transitu be within the lines of the State liabilities that are imposed on domestic at the time of the service of the summons, corporations, it was held that they were if the service came too late for the necesgarnishable. Hannibal, etc., R. Co. v. sary orders to subordinates in charge; Crane, 102 III. 249. And, in Missouri, and, semble, that property in transit canunder a general statute, foreign corpora- not be made the subject of garnishment tions were held amenable to garnishment whether in the county or not.
Bates v. where they had an agent within the State Chicago, etc., R. Co., 60 Wis. 296; s. on whom process could be served. Mc- C., 50 Am. Rep. 369. Compare St. Louis, Allister v. Pennsylvania Ins. Co., 28 etc., R. Co. v. Larned, 103 III. 293.
A non-resident common carrier, for A foreign railroad company is liable to losing a passenger's baggage within the garnishment in Ohio. Pennsylvania R. State, is not liable to the process of Co. v. Peoples, 31 Ohio St. 537. Like rul- foreign attachment. Porier v. Hilde. ing has been had in Wisconsin. Brauser brand, 14 Pa. St. 129. v New Eng. Fire Ins. Co., 21 Wis. 3. In Western R. Co. v. Thornton, 60 506.
Ga. 300, an agent of the company in If a corporation is chartered by more charge of a trunk was sought to be than one Siate, it is garnishable wherever garnisheed, in a suit against its owner. chartered-not being deemed a foreign who was a passenger on the railroad; but corporation because of its having also he was held not amenable, because he did obtained a franchise elsewhere. Smith v. not have such possession, at the station
Whether an agent or trustee of a railroad company may be garnisheed in a suit against it, depends upon his relations to the company."
9. General Rule as to Both Persons and Corporations when Non-resident.-Garnishment does not depend upon residence, whether foreign or not, but upon the question whether the property or credit sought to be subjected to the process is deliverable or payable to the defendant within the State where the process is issued.2
But if, without property so deliverable, or not owing debt there payable, and therefore exempt from garnishment, the foreign corporation or private non-resident cannot voluntarily answer so as to bind the attachment defendant.3
10. When Forcign Corporation Hold Not Liable.-The liability of a foreign corporation to garnishment has been adjudged to de
where he was located, as to enable him Pick. (Mass.) 263; Tingley v. Bateman, to deliver the trunk.
10 Mass. 343; Lovejoy v. Albee, 33 Me. A railroad company in possession of 414: Baxter v. Vinceni. 6 Vt. 614; Jones borrowed cars could not be garnisheed v. Winchester, 6 N. H. 497; Lawrence v. therefor. Mich. Cent. R. Co.v. Chicago, Smith. 45 N. H. 533; Miller v. Hove, 2 etc., R. Co., i Ill. App. 399.
Cr. (C. C.) 622; Bates v. N. O., etc., R. 1. The fiscal agent of a railroad com- Co., 4 Abb. Pr. (N. Y.) 72; Willet pany cannot be garnisheed for funds of v. Eq. Ins. Co., 10 Abb. Pr. (N. Y.) 193; the company in his hands, in a suit by Cronin v. Foster, 13 R. I. 196; Waldron the creditor of the company, when he is v. Wilcox, 13 R. I. 518. not under the direction of the company. 3. If the garnishee is a non-resident Wilder v. Shea, 13 Bush (Ky.). 128. But without property deliverable, or indebtedrailroad bonds held by a trustee for ness payable within the State when stockholders, to be delivered in exchange temporarily found there, he cannot waive for certificates of stock, have been held his exemption from garnishment and garnishable in his hands in a suit against bind the defendant by answering. Rindge the railroad company.
Warren v. Booth, v. Green, 52 Vt. 204. 51 Iowa, 215.
A corporation domiciled in one State, Creditors may reach, by garnishment, yet doing business in another with a repthe profits and earnings of a railroad resentative in the latter duly authorized operated by a company which have mori to bind the corporation by being subjected gaged the road itself to bondholders. to service, is garnishable. Commerce Miss., etc., R. Co. v. U. S. Express Bank v. Huntington, 129 Mass. 444. In Co., 81 Ill. 534.
such case the corporation may be treated Should the receiver, appointed to rep- in either State as a resident, and therefore resent a corporation, have to defend a garnishable. Smith v. B. C. & M. R. suit in another State where property of Co.. 33 N. H. 337; Balt. & Ohio R. Co. the corporation has been attached, he V. Gallahue, 12 Gralt. (Va.) 655. If must make himself a party to the suit property be held in another State, under there. South Carolina R. Co. v. Peoples' trust created by a judicial decree in that Saving Institution, 64 Ga. 18.
State, the trustee is accountable there 2. General Rule.-Both the defendant only, though he reside where the attachand the garnishee may be non-residents; ment or garnishment writ be directed but, if the latter be found within the State against him. Jenkins v. Lester, 131 Mass. with property of the defendant deliver- 355; Curtis z. Smith, 60 Barb. (N. Y.) 9. able there, or indebted to the defendant In Virginia, an insurance company and the debt payable there, he may be incorporated under the laws of the United garnisheed. Sawyer ?'. Thompson, 4 States, though complying with the laws Foster (N. H.). 510; Young 7'. Ross, II of that State in relation to foreign inFoster (N. HI.), 201; Green 7. Fariners' surance companies doing business there, Bank, 25 Conn, 452; Ray v. Underwood, is liable to foreign attachment. Cow3 Pick. (Mass.) 302; Hart 2'. Anthony, 15 ardine 71. Universal Life Ins. Co., 32 Pick. (Mass.) 445; Nye v. Lipscombe, 21 Gralt. (Va.) 445; Va. Code, ch. 36, § 19.
pend upon its assumption of domesticity in States where it operates, other than that of its domicil of origin. In other words that, as a foreign corporation, it is not subject to the process. 1
IV. Cause of Action Which This Remedy May Aid.-1. Debt Due. ---Ordinary debt due from the non-resident defendant to the plaintiff, and payable within the State, constitutes the usual cause of action which the extraordinary remedy of foreign attachment is designed to aid. In most of the States it must be certain and liquidated; in several it must be based upon contract; in some the statute authorization includes all money demands.?
1. It has been repeatedly held, how. since been quoted as authority on this ever, that, unless the foreign corpuration point. I think it safe, therefore, to has agreed to become liable to garnish- adopt the rule that a cause of action arises ment as though it were domestic, or has at the place where the breach of duty voluntarily put itself under the operation
In the case of bills, notes, or of statutes which render it amenable, it is other contracts for the payment of money not liable. Duke 2. R. I. Locomotive only, the breach of duiy arises from the Works, 11 R. I. 599; Clark v. Chapınan, non-payment at the place where they are 45 Ga. 186; Danieis v. Meinhard, 53 Ga. made payable. It follows that, in respect 359; Varnell zu Speer, 55 Ga. 132; Claflin to such contracts, the cause of action v. Iowa City, 12 Iowa, 284: Kennedy v. arises when they are payable; and this H. L. & S. Society: 38 Cal. 151; Ray- follows the general rule, now quite well mond v. Rockland Co., 4o Conn. 401. settled, that where a contract is nade' at
2. Debts Due. - Drake on Attach. (6th one place, and to be performed at another, Ed.), ch. 2.
the contract, as to its validity, nature, Payable Within the State."--Knee- obligation, and interpretation, is to be laod, in his Treatise on Attachments, ch. governed by the law of the place of its 8, pp. 95-99, says: “There has been performance. [Cited, Bank of Commerce some difficulty in ascertaining what is 7'. Rulland, etc., R. Co., 10 Hlow. Pr. (N. meant by the phrase 'cause of action Y.) 1; Fanning v. Cousequa, 17 Johns. arose,' as used both in the former and (N. Y.) 511; Andrews v. Pond, 13 Pei. the present code (of New York). It was (U. S.) 65; and, for the same principles in held at special term that the term 'cause regard to bills and notes, see Leev. of action' is synonymous with chose in Selleck, 33 N. Y. 615.] But if the peraction; that it refers to the contract itself, formance of a contract is parily in anand not the breach of a contract, and that other State and partly in New York, the consequenıly the cause of action arises cause of action cannot be said to have where the contract or note is made, and not arisen in this State if the contract was where it is payable. Thus, a note made made and payable in another State. in Iowa, payable at a bank in the city of “ The New York supreme court, in a New York, is not a cause of action aris- late case, held that, where a contract was ing in New York Cantwell w. Dubuque made in Canada, to be by its terms perWest. R. Co., 17 How. Pr. (N. Y.) 16. formed there or here, and was in fact This case substantially holds that the chiefly performed here, and the notice of duly, not the breach of duty, is the cause discharge alleged to be a breach was ví action.
given here, the cause of action may be On the contrary. Judge Hand, at the said to have arisen here. This shows the special term of the same couri, held that, distinction between the cause of action whatever be the form of action, the and the contract itself, for that certainly breach of duty, and not the duty itself, is was a Canadian contract. Campbell v. the cause of action, and that a bill drawn Proprietors, etc., 18 How. Pr. (N. Y.) and accepted in Boston but made pay. 418. In an earlier reported case (Conn. able at a bank in New York, is a cause of Mut. Life Ins. Co. v. Cleveland R Co., action arising in New York. Bank of 41 Barb. (N. Y.) 9, see also Hiller v. Commerce v. Rutland and Washington B. & M. R. Co., 70 NY. 223), the R. Co., 10 How. Pr. (N. Y.) 1. Al- same court held that, where a foreign though this decision was rendered prior corporation made in another State its to that of Cantwell 24. Dubuque, etc., 17 bonds and coupons, secured by property How. Pr. (N. Y.) 16, last above cited, it in its own Stale but payable in the city of was affirmed at the general term, and has New York, the cause of action arises here,