State Highway & Public Works Commission v. Diamond Steamship Transportation Corp.

Seawell, J. Only the validity of the service of process on the Secretary of State was passed on by the court below and is presented on this appeal. That validity depends upon an affirmative answer to two questions, to which the controversy has been narrowed in the argument: Was the defendant doing business in this State, upon the facts found by Judge Stevens? Does the statute authorize service of process on the Secretary of State after the business, once carried on, has been discontinued ? It has been frequently pointed out that no satisfactory general definition can be made of the phrase “doing business” as found in our statutes, *202 and that, generally speaking, each case must be determined on its own facts. “No all-embracing rule as to wbat is 'doing business’ has been laid down. The question is one of fact, and must be determined largely according to the facts of each individual case, rather than by the application of fixed, definite, and precise rules.” Timber Co. v. Ins. Co., 192 N. C., 115, 133 S. E., 424; C. T. H. Corporation v. Maxwell, 212 N. C., 803, 195 S. E., 36. The objective of the law in which the phrase is found — its purpose and orientation to the carrying on of business' — must also be considered. For instance, licensing and taxing laws have been held to contemplate more extensive activities than would be required of a statute the purpose of which is to bring a corporation into the jurisdiction of the court. In Knutson v. Campbell, 300 F., 241, this distinction is recognized. “ ‘Doing business,’ to bring an alien within jurisdiction of local courts, does not mean that corporation must maintain such relation to ‘doing business’ as to bring it within statute requiring license, though enough business must be done to enable court to say that corporation is present.” C. T. H. Corporation v. Maxwell, supra. In Parris v. Fischer Co., 219 N. C., 292, 13 S. E. (2d), 540, it is said: “The doing of a single act pertaining to a particular transaction will not be considered doing business, as the phrase denotes some degree of continuity. . . . But this rule does not apply when the evidence permits the inference that the act is done pursuant to a course of business, and indicates the intention to engage in a continuing business in the State, rather than in a single, isolated transaction.” The Court has been careful not to bring within the purview of the statute sporadic activities of a foreign corporation which are not directly in performance of its charter functions, or which are not of such a character as to indicate a course of business which might be expected to recur as opportunity offered; but the nature of the activities themselves, their magnitude, the multiplicity of contacts, the possibility that incidents may occur and liabilities be created — especially where the entrance into the State is in the ordinary prosecution of the business which the corporation is chartered to carry on and is carrying on, and which definitely regards the State as a theater for future transactions of a like sort as often as occasion might arise — these are important considerations in determining whether a corporation is, in a given instance, doing business in the State. On a single visitation to the State the matter in hand may explode into a multitude of transactions of far-reaching importance. Perhaps what is said by Chief Justice Stacy in Ruark v. Trust Co., 206 N. C., 564, 114 S. E., 441, comes as near to the solution of the problem as anything yet devised: “The expression ‘doing business in this State’ as used in C. S., 1137, means engaging in, carrying on, or exer *203 cising in this State, some of the things, or some of the functions, for which the corporation was created.” Reference to the purpose of the statute may throw some light upon the propriety of its application in particular instances, as in this. Obviously, that purpose was, in recognition of reciprocal duties, to prevent a foreign corporation from accepting the protection of our laws in the transaction of its ordinary business, create obligations, and by reason of its remoteness from any forum available to a local citizen, secure immunity from liability. 'Within reasonable limits the statute should be liberally construed to accomplish its remedial purpose. In the case before us; the single trip of the Severance into our waters resolved itself into numerous transactions, lasting over a considerable period of time, and in one alleged liability of considerable moment. The Severance entered the port and discharged a part of its cargo in the regular course of the business for which it had been chartered, and as a regular carrier of freight in the coastwise trade, was not making a casual entry into port, but one which would be repeated as often as it could obtain a cargo. Under the construction of the statute contended for by the appellant, the Severance might ply its trade in every port from Seattle to Bangor and back again, leaving a trail of obligations in its wake, and never “do business” in any state, or become subject to any statute designed to bring it into court upon that basis. The statute imposes no hardship upon the corporation comparable to that which would be imposed upon the ordinary citizen by forcing him to bring his suit in a distant court. It is a manifestation in the law of the principle of “live and let live”; and we are of the opinion that appellant accepted its terms when, under the conditions set out, it entered the Port of Wilmington and engaged in the various activities disclosed in the findings of fact. Anderson v. U. S. Fidelity Co., 174 N. C., 417, 93 S. E., 948. The evidence is sufficient to support the findings of fact made by the court below, and we are bound by them. Shoenith, Inc., v. Mfg. Co., 220 N. C., 390, 391, 17 S. E. (2d), 350. We do not regard the second query — that is, whether the statute authorizes service upon the Secretary of State upon discontinuance of the business out of which the obligation arises — as an open question here. In Fisher v. Ins. Co., 136 N. C., 217, 225, 48 S. E., 667, Justice Walker, speaking for the Court, said: “The fact that the defendant had ceased to do business in this State, if such is a fact, cannot affect our conclusion. If it had taken out a license to do business in the State, it could neither revoke it, nor could it withdraw from the State to the plaintiff’s prejudice. The statute will not cease to operate as to it until its debts due to *204 citizens of this State are paid.” Sisk v. Motor Freight, Inc., 222 N. C., 631, 24 S. E. (2d), 488. We think the service of process upon the Secretary of State is valid, and sufficient to bring the defendant into court, and we so hold. Judgment of the lower court is Affirmed.