New England Mortgage Security Co. v. Ingram

STONE, C. J. The present record raises but a single question. Article XIV, section 4, of the Constitution of Alabama, ordains, that no foreign corporation “shall do any business in this State, without having at least one known place of busi [339] mess, and an authorized agent or agents therein; and such corporation may be sued in any county where it does business, by service of process upon an agent anywhere in this State.” ¥e have uniformly held that the constitutional clause we have •copied is self-executing, without any statute to give it practical operation.—Amer. U. Tel. Co.v. W. U. Tel. Co.,67 Ala. 26; Beard v. Union & Amer. Pub. Co., 71 Ala. 60; Sherwood v. Alvis, 83 Ala. 115; Dudley v. Collier, 87 Ala. 431; Farrior v. N. E. M. Sec. Co., 88 Ala. 275; Mullens v. Amer. F. & M. Co., Ib. 280; Craddock v. Same, Ib. 281; Christian v. Amer. Freehold Land Mortgage Co., 89 Ala. 198. Possibly this question is now out of the field of legitimate debate. In all transactions originating since the enactment of the statute “to give force and effect” to that constitutional •clause — February 28,1887 — there has been no difficulty or uncertainty in conforming to its requirements. — 8ess. Acts, p. 102. In the case in hand, the loan and mortgage security were negotiated prior to the enactment of the statute. It must therefore be determined on the constitutional provision alone. The trial court ruled, that the appellant corporation, in its attempt to conform to this requirement of the Constitution,' had fallen short; and failing to get before the jury its testimony on that point, a non suit was taken, with a bill of exceptions. The legality and sufficiency of the testimony ruled out, present the only questions for our consideration on this appeal. — Code of 1886? § 2759. The record does not inform us on what principle the ruling •of the Circuit Court was based. If the contention was that the authority given to Bowles, the agent, was not comprehensive enough, we think the position untenable. The real purpose of the constitutional requirement was, to relieve persons who have dealings with foreign corporations of the burden of going out of the State to institute judicial proceedings for the redress of grievances suffered at the hands of such foreign corporations. The second clause of said section of the Constitution proves this. The agent’s powers, as testified by him, were ample for this purpose. What are we to understand is the meaning of the phrase, “known place of business.” Knoion, is a word of very comprehensive and varied meaning, and is shaded very much by the nature of the subject of inquiry. It can not mean that the place of business shall be known “of all men.” That would be too exacting, and would require what not only could not be proved, but could not in the nature of things exist. If it be claimed that the word implies that the person dealing with the [340] corporation shall have knowledge of its place of business, the answer is, that the language of the constitutional provision repels that interpretation. This interpretation would be too narrow to satisfy the obvious import of the terms employed, and we can not adopt it. Nor can we hold that the meaning of the clause is, that the place of business must have become generally known. To become generally known requires that a business shall have been conducted at a particular place, with such public methods, and for such a length of time, as to raise the presumption that the public has acquired knowledge of it; in other words, that the business shall have been carried on a sufficient length of time to generate the presumption, of notice or general knowledge, before a foreign corporation can be authorized to engage in such business. The absurdity of such a proposition is self-evident. The Constitution is silent as to the manner of giving notice of an established place of business, and we have stated some of the difficulties we encounter in formulating a rule for carrying the constitutional inhibition into effect, in the absence of legislative direction. Possibly, these difficulties present a strong argument against the position, if it were open to debate, that section 4, Art. XIV of our State Constitution, is self-executing. But we will not further allude to that question. We can not give the word known either of the meanings supposed above. We think we effectuate the spirit of the clause by holding, as we do, that the constitutional requirement, in the absence of the statute, was fully complied with in this case. A place of business was established in the city of Selma, Alabama, and Mr. Bowles, stationed there', was fully authorized and empowered to receive service of process, binding the corporation. ITis character as agent was made known by a sign or placard posted in his office. This enabled the public, on inquiry, to ascertain the place of business and the name of the agent, and constituted a known place of business. The judgment of the Circuit Court is reversed, the nonsuit set aside, and' the cause remanded.