Roberson v. Greenleaf Johnson Lumber Co.

*122 ManNing, J. While sec. 3 of the act incorporating the defendant (Private Laws of 1889, ch. 27) provides that Norfolk, Virginia, shall be the place of its principal office, this Court held in Simmons v. Steamboat Company, 113 N. C., 147: “It has been held without reference to any express provision of law or specific requirement of the charter, that it is the duty of a corporation to keep its principal place of business, its books and records and its principal officers within the State which incorporates it, to an extent necessary to the fullest jurisdiction and visitorial power of the State and its courts, and the efficient exercise thereof in all proper cases which concern said corporation.” While at the time of that decision (1893) there was no statute specifically imposing such duty upon a corporation created under the laws of this State, it was held that there was “a general system of legislation” imposing such duty. But the Act of 1901, now sec. 1179, specifically requires that, “Every corporation shall maintain a principal office in this State, and have an agent in charge thereof, wherein shall be kept the stock and transfer books for the inspection of all who are authorized to see same, and for the transfer of stock,” and the same act, now see. 1176, Revisal, provides the method to be pursued to change the location of the principal office from one place in the State to another in the State. Although a domestic corporation may be authorized to maintain an office at some point beyond the State, at which some corporate meetings may be held, under our present statutes the corporation is not absolved from the duty of maintaining a principal office in some county in this State, which fixes its residence in such county for the purpose of suing and being sued. Garrett v. Bear, 144 N. C., 23. The words, “principal place of business,” as used in sec. 422, Revisal, must be regardeed as synonymous with the words “principal office,” as used in secs. 1137, 1176, 1179, and other sections of the Revisal. The purpose of sec. 422, Revisal, was not to change the provisions of sec. 424, Revisal, or to deny to a plaintiff the right to bring his action against a domestic corporation in the county in which he resides, except, of course, in those causes of action where the venue for trial is particularly fixed by other sections of the Revisal, such as secs. 419, 420, *123 421, Eevisal. Propst v. R. R., 139 N. C., 397. Tbe sole purpose of this section was to remedy a defect in our statute law, as construed in Cline v. Mfg. Co., 116 N. C., 837; Farmer’s State Alliance v. Murrell, 119 N. C., 124, in which cases it was held that a domestic corporation had no residence within the meaning of sec. 424, Eevisal (Code, sec. 192), although it had a principal office or place of business in the State and, being without a legal residence in any particular county in the State, it could be sued to its great inconvenience and loss, by a non-resident in any county designated in the summons. This defect was remedied ; and a domestic corporation can be sued in the same venue as an individual, except railroads under the proviso of sec. 424, Eevisal. His Honor also finds that the intestate, at the time the injury was received resulting in his death, was a resident of Martin County, and that the plaintiff, his administratrix, was a resident of the same county at the commencement of the action. It is immaterial, in determining the proper venue of'this action, to decide whether the defendant is a “railroad” within the meaning of that word as used in the proviso to sec. 424, Eevisal, it being alleged that the plaintiff, an employee, was negligently killed on defendant’s lumber road, because if a “railroad” (as that word is applied in Blackburn v. Lumber Co., 152 N. C., 361, and cases cited), Martin County was the residence of the plaintiff and her intestate at the time the cause of action accrued; and if not a “railroad,” then the action was properly brought in that county, as the plaintiff resided therein at the commencenient of the action. We think his Honor properly denied the motion of defendant to change the venue, and his judgment is Affirmed.