though they had specially authorized their agents to receive service of the process. Such condition must not, however, encroach upon that principle of natural justice which requires notice of a suit to a party before he can be bound by it." It must be reasonable, and the service provided for should be only upon such agents as may be properly deemed representative of the foreign corporation. It has been said, "that in the absence of a voluntary appearance, three conditions must concur or co-exist in order to give the Federal courts jurisdiction in personam over a corporation created without territorial limits of the State in which the court is held, viz: (1) It must appear as a matter of fact that the corporation is carrying on its business in such foreign State or district,8 (2) that such business is transacted or managed by some agent or officer appointed by and representing the corporation in such State; and (3) the existence of some local law making such corporation, or foreign corporations generally, amenable to suit there, as a condition, express or implied, of doing business in the State."9 It seems that by the common law a court has jurisdiction over a foreign corporation to enforce a cause of action arising in its territorial jurisdiction.10 Service upon a natural person is regulated solely by the Federal Statutes and decisions.11

It has been said that service upon foreign corporations when the jurisdiction depends upon difference of citizenship must be made in accordance with the State statutes.1 12

Service upon an agent, who stood in no representative character to the company, or whose duties were limited to those of a

6 Mr. Justice Field in St. Clair v. Cox, 106 U. S. 350, 356, 27 L. ed. 222, 225; Railroad Co. v. Harris, 12 Wall. 65, 81, 20 L. ed. 354, 358; Old Wayne Life Ass'n v. McDonough, 204 U. S. 8, 21, 51 L. ed. 345, 350; Hayden v. Androscoggin Mills, I Fed. 93; Estes v. Belford, 22 Fed. 275.

7 St. Clair v. Cox, 106 U. S. 356, 27 L. ed. 222, 225.

8 Contra, Sadler v. B. & B. Rubber Co., 140 App. Div. (N. Y.) 367. 9 U. S. v. Am. B. Tel. Co., 29 Fed. 17, 35, per Jackson, J. See Max

well v. Atchinson, T. & S. F. R. Co., 34 Fed. 286, 289; Buffalo Glass Co. v. Manufacturer's Glass Co., 142 Fed. 373.

10 Newby v. Von Opper, etc., Co., L. R. 7 Q. B. 293.

11 Vitkus v. Clyde S. S. Co., 232 Fed. 288.

12 McCullough v. United Grocers Corporation, 247 Fed. 880; Boultbee v. Int. Paper Co., C. C. A., 229 Fed. 951. But see Henrietta Min. & Milling Co. v. Johnston, 173 U. S. 221, 19 Sup. Ct. 402, 43 L. ed. 675.

subordinate employee,13 unless formally designated to receive service of process,14 or to a particular transaction 15 or whose agency had ceased when the matter in dispute arose 16 have been held to be insufficient. But where, while transacting business there, it had appointed an agent, for the purpose of the service of process, and his authority had not been revoked, the corporation was held to be subject to the jurisdiction.17 It has been held that after the United States Railroad Director had taken possession of a railroad, service upon his agent was not service upon the railroad company.18 It has been said that service upon an agent, otherwise competent, whose relations to the claim are such as to make it his interest to suppress the fact is insufficient. 19 A State statute providing that a public officer shall be the attorney in fact for every foreign corporation doing business in the State and every non-resident domestic corporation, with authority to accept service of process on its behalf, is constitutional so far as actions upon contracts made within the State are concerned,20 but not, it has been held, as regards suits upon contracts executed in another State with citizens of the State where the suit is brought, although the defendant has transacted some business in the latter State.21

18 St. Clair v. Cox, 106 U. S. 350, 359, 360, 27 L. ed. 222, 226; Mexican C. Ry. Co. v. Pinkney, 149 U. S. 194, 37 L. ed. 699; Maxwell v. Atchison, T. & S. F. R. Co., 34 Fed. 286; Carron Iron Co. v. McClaren, 5 H. L. C. 416; Toledo Rys. & Light Co. v. Hill, 244 U. S. 48; Franco-American Chem. Co. v. McKee Glass Co., 232 Fed. 198; American Oil & Supply Co. v. Western Gas Const. Co., C. C. A., 239 Fed. 505; Boultbee v. International Paper Co., 229 Fed. 951; Knapp v. Bullock Tractor Co., 242 Fed. 543. See Rakauskas v. Erie R. Co., 237 Fed. 495.

14 Boultbee v. Int. Paper Co., c. C. A., 229 Fed. 951.

15 St. Clair v. Cox, 106 U. S. 350. 16 Peoples Tobacco Co. v. Am. Tobacco Co., 246 U. S. 69; Cooper v. Brazelton. C. C. A., 135 Fed. 476;

A few cases in the lower

Crews v. Illinois Commercial Men's Ass'n, 256 Fed. 268. But see Ross v. Western Land & Irrigation Co., 223 Fed. 680.

17 Hill v. Empire State-Idaho Mining & Developing Co., 156 Fed. 797. 18 Wood v. Clyde S. S. Co., 257 Fed. 879.

19 King Tonopah Min. Co. V. Lynch, 232 Fed. 485.

20 Saint Mary's Franco-American Petroleum Co. v. West Virginia, 203 U. S. 183, 51 L. ed. 144, 7 Ann. Cas. 1018; Leyden v. Western Life Indemnity Co., 204 Fed. 687, where the statute was applied to a suit for a breach of contract with an agent. 21 Old Wayne Life Ass'n v. MeDonough, 204 U. S. 8, 51 L. ed. 345; Simon v. Southern Ry. Co., C. C. A., 195 Fed. 56. Aff'd 236 U. S. 115.

23

courts hold that no foreign corporation can be sued for a tort committed in another State or district.22 But where the defendant had filed a stipulation in pursuance of the statute, it was held that it was bound by service upon the party therein designated in suits upon causes of action in tort or contract arising 24 elsewhere. If the statute so provides the service will be good after the defendant has withdrawn from the State so far as concerns contracts previously made 25 or subsequently made for performance in the state.26 When the statute does not direct the officer served to give notice of the service to the corporation, it is unconstitutional.27 It has been held that the Superintendent of the Insurance Department of the State of New York cannot be served by mail; and that he has no power to waive a defect in the service of process upon him so as to bind a foreign insurance company.28 It seems that service upon the officer's deputy is sufficient.29 The designation of an agent does not authorize service upon him in another district of the State than that where the suit was brought.30 30 Service upon such an agent cannot be made without the limits of the territorial district.31 Where there are two or more districts in the State, service upon the agent in the district other than that where the suit is brought, cannot effect his principal 32 except in the cases expressly excepted by statutes, 33

22 Fry v. Denver & R. G. R. Co., 226 Fed. 893; Atch., T. & S. F. Ry. Co. v. Weeks, C. C. A., 254 Fed. 513. See Simon v. Southern Ry. Co., 356 U. S. 115.

23 Smolik v. Phila. & R. Coal & I. Co., 222 Fed. 148; Bagdon v. Phila. & R. Coal & I. Co., 217 N. Y. 432.

24 Penn. Fire Ins. Co. v. Gold Issue Min. & Milling Co., 243 U. S. 93.

25 Mitchell v. Nat. Surety Co., 206 Fed. 807; Hagler v. Security Mut. Life Ins. Co., 244 Fed. 863; Southern Paving Const. Co. v. Knoxville, C. C. A., 245 Fed. 421.

26 Bankers Surety Co. v. Town of Holly, 219 Fed. 96; King Tonapah Mining Co. v. Lynch, 232 Fed. 485.

27 Farmer v. National Life Ass'n, 50 Fed. 829.

28 Bankers Surety Co. v. Town of Holly, 219 Fed. 96.

29 Lukosewicz v. Phila. & R. Coal & I. Co., 232 Fed. 292; Tauza v. Penn. R. Co., 232 Fed. 294.

30 Rakauskas v. Erie R. Co., 237 Fed. 495.

31 Lukosewicz v. Philadelphia & Reading Coal & Iron Co., 232 Fed. 292.

32 Tauza v. Pennsylvania R. Co., 232 Fed. 294.

33 Rakaukas v. Erie R. Co., 237 Fed. 495.

§ 164d. Transaction of business within a State or district. In order thus to subject itself to the service of process the foreign corporation must actually transact business in the district where the suit is brought. The transaction of business subsequent to the service of process does not affect the jurisdiction although it may be material evidence upon the question whether the corporation was transacting business in the State. The maintenance of an office or storeroom, where goods are kept for sale, or where contracts are closed, or railroad tickets sold; the continuous solicitation of orders filled by shipments from the home office when the soliciting agent had authority to receive payment in cash, checks, drafts and notes, payable in

6

8

the forum; the execution of a single contract for the installation of machinery upon foundations constructed there for this purpose; the transportation of merchandise for hire from ports there on boats put into commission, repaired and laid up for the winter; the shipment by a mining company of a large part of its product by boat into the forum and the rest by rail to a city therein; the maintenance of an office there by its president where he performs his presidential duties,10 or the maintenance there of an office where the executive business of the company is transacted,11 are sufficient to authorize service within a foreign State.

An insurance company is engaged in business in a State where it is accustomed to send its agents there to adjust fire losses. 12 But not an incorporated insurance association with no office in the State which issues certificates of membership to residents although its by-laws obligate every member to use his influence in the interest of the association.13 An insurance company does not cease to do business in a State where it receives premiums upon policies previously issued there; although such premiums are sent by the insured to an agent in another State, and the company issues no new policies in the former State.14 It has been held that service upon an agent of a foreign cor160; Granstein v. Rutland, R. Co., 256 Fed. 409.

6 International Harvester Co. v. Kentucky, 234 U. S. 579, 585. Cf. Kirby v. Louismann-Capen Co., 221 Fed. 267; Knapp v. Bullock Tractor Co., 242 Fed. 543; Knapp v. Bullock Tractor Co., 242 Fed. 543; Franco-American Chemical Co. V. McKee Glass Co., 232 Fed. 198; American Oil & Supply Co. v. Western Gas Construction Co., C. C. A., 239 Fed. 509; Boulther v. International Paper Co., C. C. A., 229 Fed. 951; Davis v. B. & O. R. Co., 256 Fed. 407.

7 Beach v. Kerr Turbine Co., 243 Fed. 706.

8 Frontier S. S. Co. v. Franklin S. S. Co., 233 Fed. 127. (When at the time of service no boats of the

defendant were within the district.)

9 Empire Fuel Co. v. Lyons, C. C. A., 257 Fed. 890.

10 Washington-Virginia Ry. Co. v. Real Estate Trust Co., of Philadel phia, 238 U. S. 185; Revans v. So. Mo. & A. R. Co., 114 Fed. 982.

11 Real Estate Trust Co. of Philadelphia v. Washington-Virginia Ry. Co., 204 Fed. 678.

12 Pennsylvania Lumbermen's Mutual Fire Ins. Co. v. Meyer, 197 U. S. 407, 49 L. ed. 810. But see Louden Machinery Co. v. Malleable Iron Co., 127 Fed. 1008.

13 Tomlinson v. Iowa State Traveling Men's Ass'n, 251 Fed. 171.

14 Connecticut Mut. Life Ins. Co. v. Spratley, 172 U. S. 602, 43 L. ed.

569.