Page:Harvard Law Review Volume 12.djvu/24

4 HARVARD LAW REVIEW. case,^ declared that the principle of this decision applied to a case in which the condition was not express, but was merely implied by the fact that the State permitted foreign corporations to transact business within its borders, and at the same time provided that process in an action against such a corporation might be served on certain officers or agents found within its borders. The court said that since the corporation of one State sent agents into another, and opened offices and transacted business there, and was protected by its laws, it seemed right that it should be held responsible for obligations and liabilities there incurred. The officers and agents of a corporation, said Mr. Justice Field, " constitute all that is visible of its existence, and they may be authorized to act for it without as well as within the State. There would seem, therefore, to be no sound reason why, to the extent of their agency, they should not be equally deemed to represent it in the State for which they are respectively appointed when it is called to legal responsibility for their transactions." In the case of La Fayette Insurance Company the action was brought upon a contract made within the State, and the service was made upon an agent appointed under the statute of Ohio, for the purpose of receiving service of process in an action on such a contract, and it was held that the court had jurisdiction. In the other case it did not appear that the corporation, which was organ- ized in Illinois, had transacted any business in the State of Mich- igan, nor that the agent served with process was charged with any business of the company in that State, and the Supreme Court decided that the State court had no jurisdiction over the corpora- tion, and that a judgment entered against it was invalid. The result of these and other decisions on this subject is clearly stated by Mr. Justice Jackson (then Circuit Court Judge), in United States V. Bell Telephone Co.^ He says : " We think the decisions of the Supreme Court have settled and established the proposition that, in the absence of a voluntary appearance, three conditions must concur and coexist in order to give the federal courts juris- diction in personam over a corporation created without the terri- torial Hmits of the State in which the court is held, (i) It must appear as a matter of fact that the corporation is carrying on its business in such foreign State or district; (2) that such business is transacted or managed by some agent or officer appointed by 1 St. Clair v. Cox, 106 U. S. 350. " 29 Fed. Rep. 17. ,