Page:Harvard Law Review Volume 12.djvu/31

JURISDICTION OVER FOREIGN CORPORATIONS. W versally recognized as reasonable, and jurisdiction assumed by this means and for this purpose would not be regarded as a usurpation of power ; but if a State should declare that no foreign corporation should send an agent for any purpose within its borders unless it should submit to jurisdiction over all suits against it arising out of its business in the country where it was organized, this might well be regarded as an unwarranted assumption of power which should not be recognized in the courts of other countries. Whether this be so or not, it may be confidently asserted that the statutes by which the jurisdiction is assumed should be construed strictly, and should not, unless their language is explicit, be held to confer jurisdiction beyond that which is required to enable the courts to take cognizance of matters arising out of the busi- ness done within the State, or else to protect and enforce the rights of the residents of their own State against foreign corporations. Applying this principle to those statutes which merely declare that process against a foreign corporation may be served on any officer, director, or other specified agent within the State, there would seem to be no doubt that they are not of themselves sufficient to confer jurisdiction over any causes of action having no relation to the business transacted within the State. It is well settled, as we have seen, that they confer no jurisdiction at all when the cor- poration does not come within the State for the transaction of any business.^ Speaking of such a case Chief Justice Beasley said : " It would be difficult to believe that it was the design to place within the jurisdiction of our courts all the corporations of the world, merely from the fact that a director, clerk, or other subordi- nate officer happened to come within the territory." ^ Such a statute, he said, did not indicate an intent to amplify the jurisdiction of the courts over foreign corporations, but only to provide a mode of service in cases in which, under the principles of law, such jurisdic- tion existed. The principle is that if the agent comes within the State empowered to make or take contracts, the corporation may be regarded as representing it for the purpose of receiving process in actions arising out of those contracts, or out of the business done 1 Moulin V. Trenton Ins. Co., 4 Zab. 222 ; Camden Rolling Mill Co. v. Swede Iron Co., 3 Vroom (N. J.), 15; St. Clair v. Cox, 106 U. S. 350; Phillips v. Library Co., 141 Pa. St. 462 ; Newell v. Gt. Western Ry. Co., 19 Mich. 336 ; Goldey v. Morning News Co, 156 U. S. 518. 2 Camden Rolling Mill Co. v. Swede Iron Co., 3 Vroom, 15.