McLeod v. American Freehold Land Mortgage Co. of London

HARALSON, J. As stated by counsel for appellant, the only question in this case is, whether the instrument in writing filed with the Secretary of State by the appellee, the New England Mortgage Security Company, is a sufficient compliance with the act of the legislature requiring corporations to file with the Secretary of State an instrument, “desig [498] nating at least one known place of business in this State, and an authorized agent or agents residing thereat.” The certificate filed was to the effect, that in order to comply with the requirements of the Constitution, in reference to foreign corporations,' doing business in this State, the company had appointed (quoting the language) “William E. Hooper, Esq., of the city of Birmingham and State of Alabama, their (its) agent, under the said provisions of said Constitution, giving unto him all such powers, rights, and privileges, and imposing on him such duties as the said clause of the Constitution requires. And the said Hooper is authorized and required to keep an office or place of business in the city of Birmingham.” The contention of appellant is, that this certificate is insufficient, (only), in that it does not designate the place of business—store house or office—of said agent, in the city of Birmingham, and therefore does not designate “one known place of business andan authorized agent or agents therein,” as required by the Constitution, and the act of the legislature to give it force and effect.—Const. Art. XIV, § 4. Acts 1886-7, p. 102. Said act requires, that such a company, before doing business in this State, shall file an instrument in writing, under its seal, signed officially by its president and secretary, “designating. at least one known place of business in this State, and an authorized agent or agents residing thereat.” The point is to.o technical and without merit. The words “agent or agents therein” as used in the Constitution, or “agent or agents residing thereat,” as in the act of the legislature, surely do not mean merely a store, office or business house in a city or town. These words do not imply that the agent must reside in his office or place of business. The terms employed plainly mean, “one known place of business,” such as a town or city or other known place, in which, or at which the agent resides, and where he may be found. The designation of the particular office or other place of business, if in a city or town, where the agent may be generally found in business hours, might be convenient for those desiring to find him, but not necessary to come within the requirements of law.—New England M. S. Co. v. Ingram, 91 Ala. 337; Nelms v. Edinburgh A. L. M. Co., 92 Ala. 159; Am. F. L. M. Co. v. Sewell, 92 Ala. 163, 176; McCall v. A. F. L. Mort. Co., 99 Ala. 427. In the Seiüéll case referred to supra, the certificate was identical with the one in this case, and was held sufficient, though the report of the case does not set it out. Affirmed.