Phillips v. Library Co.

OuiNioN, Mu. Chirp’ Justice Paxson : The question here is one of jurisdiction. The defendant company is a foreign corporation, having its existence and place of business only in the state of New Jersey. It does not do business in the state of Pennsylvania, nor has it ever done so. The president of said corporation, being temporarily within this state, for either business or pleasure, it does not matter which, was served with process issued against the company, for a cause of action arising in the state of New Jersey. The defendant pleaded in abatement to the jurisdiction of the court, on the ground that the defendant is a foreign corporation and exists only in the state of New Jersey, etc. To this plea the plaintiffs filed a demurrer, and on argument the court below gave judgment for the defendant. The act of March 21, 1849, provides that in all actions in any court of record in Pennsylvania against a foreign corporation not holding its charter under the laws of Pennsylvania, “ process may be served upon any officer, agent, or engineer of such corporation, either personally, or by copy, or by leaving a certified copy thereof at the office, depot, or usual place of business of said corporation ; and such service shall be good [466] and valid in law to all intents and purposes.” It was contended by the plaintiffs that the service upon the defendant company was good under this act of assembly; and Knight v. Railroad Co., 108 Pa. 250; Usher v. Railroad Co., 126 Pa. 210, and other cases, were cited in support of this proposition. It may be that, if proper service had been made upon the company, the court would have had jurisdiction under the cases referred to. But the act of 1849, and the authorities cited, contemplate a foreign corporation doing business within this commonwealth. It was said by our late Brother Trunkey, in Knight v. Railroad Co., supra: “ The defendant in this case, if not incorporated under the laws of Pennsylvania, is doing business therein, else it could not have been made subject to the jurisdiction of the Court of Common Pleas of Philadelphia.” We do not understand that the act of 1849, or any of the cases cited, countenance the doctrine that if the president of a New Jersey corporation which transacts no business in this state, crosses the Delaware river to dine with a friend on this side, he thereby carries the corporation with him,-and subjects it to the jurisdiction of the courts of this state as to contracts made or torts committed in New Jersey. Under such circumstances he is not here in his representative capacity. He is not the corporation, nor does he bring it here. If the rule were otherwise, he would carry the corporation with him upon a trip around the world, and subject it to the jurisdiction of every country he might visit. We will not designate such a proposition as absurd, but it certainly has not a shadow of rear son to sustain it. The law upon this subject is well stated in Camden Rolling Mill Co. v. Iron Co., 32 N. J. L. 15, as follows : “ Upon general principles, and in the absence of statutory innovations, it is to be regarded as settled that if a foreign corporation at the time of the commencement of suit does not do business, and has not any office or place of business in this state, such corporation, except by its own consent, cannot be brought within the jurisdiction of this or any other court of this state. Under such circumstances, the officers or agents of such foreign corporation, when they come into this jurisdiction, do not bring with them their official character or functions,” and “ are not to be esteemed, out of the sovereignty by the laws of which the corporate body exists, the representatives [467] for the purpose of responding to suits at law of such corporate body.” It is needless to multiply authorities upon so plain a question. The alleged injury of which the plaintiffs complain occurred in Burlington, N. J., the town in which the defendant company is located. There is no good reason why the courts of this state should be vexed with such a suit. Yet the action, being transitory, might have been sustained here, had the corporation been doing business here, and a proper service made upon it. Under the circumstances, the judgment was properly entered for the defendant upon the demurrer. Judgment affirmed.