lease, or let or underlet said premises, or any part thereof, without the written consent of the lessor," is violated by a voluntary assignment by the lessee for the benefit of creditors, and that the acceptance of a month's rent from the assignee on the day of assignment, and before the assignee had elected to refuse or accept the lease, and under an arrangement that the assignee should pay for the premises during the time he occupied them, is not a waiver of the landlord's right to declare a forfeiture. The court says in part:

The general voluntary assignment by the lessee no doubt had the effect to transfer his leasehold interest to his assignee. True, the assignee might have refused to take it, and would be understood to have done so if he had not expressly, or by unequivocal acts, accepted it. Smith v. Goodman, 149 Ill. 75, 36 N. E. Rep. 621; Burrill, Assignm. § 374. The latter question is not, however, involved here; it being admitted that there was a positive election on the part of the assignee to accept the lease, prior to the filing of the petition in the county court. We have held that a valid voluntary assignment, under our statute, transfers the title of all the assignor's property to the assignee. Davis v. Dock Co., 129 Ill. 180, 21 N. E. Rep. 830; Freydendall v. Baldwin, 103 Ill. 325; Lowe v. Matson, 140 Ill. 108, 29 N. E. Rep. 1036; Smith v. Goodman, supra; Orr v. Insurance Co., 158 Ill. 149, 41 N. E. Rep. 854. In the latter case we said: "Upon the execution and delivery of the deed of assignment, all the title and interest originally held by the assignor passed from him to the assignee. His legal interest was gone, and the right of possession was gone. The assignee was clothed with the right and power to sell and convey the property, and distribute the proceeds among the creditors. After the assignment the assign or had no more control over the property than he would have in case of an absolute sale." It is clear, under those decisions, that a voluntary assignment of a leasehold estate, when accepted by the assignee, had the same effect as would the sale and transfer of the lease to a purchaser in the ordinary way. But it is claimed that the transfer in the case of a voluntary assignment is by operation of law, and therefore, under the well-established rule of law, no breach of his condition. This position we regard as untenable. The act by which the title to the assigned estate is transferred from the assignor to the assignee is purely voluntary on the part of the former. Voluntary assignments for the benefit of creditors are transfers without compulsion of law. They are termed "voluntary" to distinguish them from such as are made by compulsion of law, as under statute of bankruptcy and insolvency. Burrill, Assignm. §§ 2, 3. There can be no such thing as an involuntary assignment, under our statute. Weber v. Mick, 131 Ill. 532, 23 N. E. Rep. 646. Therefore those authorities which hold that if the lessee makes an involuntary as signment the leasehold will pass by operation of law have no application here. The authorities generally seem to sustain the position that when an assignment by the lessee is a voluntary one the lease does not pass to his assignee by operation of law, but by act of the party, and the distinction in this regard between voluntary and involuntary assignment is well defined.

sidered, they are not in conflict with those cited above. But, without reference to authorities cited by counsel on either side, it cannot be held that an assignment, under our statute, passes the estate of the assignor to the assignee, relieved of the condition that an assignment without the consent of the lessor shall entitle him to a forfeiture. All our decisions are to the effect that the transfer is by the voluntary act of the assignor in executing and delivering the deed of assignment. No process of law whatever intervenes in order to vest the title in the assignee. In Davis v. Dock Co., supra, we said: "The assignee, however, took no greater interest or better title than his assignors possessed. In his hands the title was affected with every infirmity, and subject to all the equities, that existed in respect thereof in the hands of the grantor in the deed of assignment. And section 11 of the act is to that effect. It is there provided that the assignee shall have as full power and authority to dispose of all the estate-real and personal -assigned, as the debtor or debtors had at the time of the assignment." Clearly, this language implies that he has no greater power or authority to dispose of property than had the debtor or debtors at the time the assignment was made. Hence, to hold that the assignment operated to extinguish the condition would be to maintain the inconsistent-not to say absurd-position that, while an assignment by the lessee would have been a violation of the condition, still the transfer of it by his assignee, who holds it subject to the same condition upon which he held it, will pass it free from the condition. We entertain no doubt that the voluntary assignment, under the law of this State, was a violation of the condition against assigning.

CONFLICT OF LAWS-CONTRACTS-STATUTE OF FRAUDS MEMORANDUM.-In Wilson v. Lewiston Mill Co., 44 N. E. Rep. 959, decided by the Court of Appeals of New York, plaintiffs, who were cotton dealers in New York, and filled their orders in the south, sent an agent to defendant, in Maine, who made an offer, which the agent transmitted to plaintiffs; the cotton to be delivered in Maine, there to be inspected and paid for. It was held that the contract was a Maine contract, and was controlled by the laws of that State, and that where plaintiffs' traveling salesman called on defendant, and was authorized by him to transmit to his principals an offer for the purchase of cotton, a letter written by the salesman to plaintiffs, transmitting the offer so made, was not such a memorandum as would charge defendant under the statute of frauds; the salesman not being his agent in the transaction. 26 N. Y. Supp. 847, affirmed. Upon the law applicable to the case the court say:

This is, in substance, the evidence bearing upon the questions presented for review. The defendant moved for a direction of a verdict on the ground that no contract had been proved, binding upon the defendant, and upon the ground that it was in conflict with the laws of the State of Maine. This motion was granted, and an exception was taken by the plaintiffs. It is now contended that the contract was a New York contract, and not a Maine contract, and that, consequently, it is not controlled by the statute of frauds of Maine. Owing to the great number of cases appearing in the books bearing upon this question, its solution is involved in some difficulty. The transactions of the business world are so numerous, and of such a variety, that it is difficult, if not impossible, to formulate a general rule that should control in all cases in the determination of such a question. In some cases the place where the contract was accepted has been considered as controlling; in others, where the contract of affreightment was made; and still others, the place where the contract is to be performed. Mactier v. Frith, 6 Wend. 103; Vassar v. Camp, 11 N. Y. 441; Crown Point Iron Co. v. Etna Ins. Co., 127 N. Y. 618, 28 N. E. Rep. 653; Trevor v. Wood, 36 N. Y. 307; Howard v. Daly, 61 N. Y. 362; Sanders v. Fruit Co., 144 N. Y. 209, 39 N. E. Rep. 75; Waldron v. Ritchings, 9 Abb. Prac. (N. S.) 359; Backman v. Jenks, 55 Barb. 468; Shuenfeld v. Jungermann, 20 Fed. Rep. 359; Hyde v. Goodnow, 3 N. Y. 266; Liverpool G. W. Steam Co. v. Phenix Ins. Co., 129 U. S. 397, 9 Sup. Ct. Rep. 469; Bank v. Low, 81 N. Y. 566; Jewell v. Wright, 30 N. Y. 259; Curtis v. Railroad Co., 74 N. Y. 116; Dickinson v. Edwards, 77 N. Y. 573; Bank v. Lacombe, 84 N. Y. 367; Green v. Lewis, 26 U. C. Q. B. 618; In re Missouri Steamship Co., 42 Ch. Div. 321; Hamlyn & Co. v. Talisker Distillery (1894) App. Cas. 208. There are numerous other cases, but those above cited sufficiently call attention to the various subjects that have controlled the minds of the courts in determining questions like to that under consideration. A further discussion of them we do not deem necessary or profitable, for, as has well been stated, the question must be determined with reference to the facts and circumstances surrounding the parties in each case presented, and the intention of the parties, so far as it is disclosed, must control. The place where the contract is accepted is important. It fixes the time that the minds of the parties met, and the contract was consummated. It does not, however, necessarily determine the place or the law under which the contract must be executed. So, also, is the place important where the contract was talked over, and its substantial details arranged. Yet this, standing alone, may not control, for the place in which the contract is to be executed is of equal importance in determining what must have been the intention and purpose of the parties. The lex loci solutionis and the lex loci contractus must both be taken into consideration, neither of itself being conclusive; but the two must be considered in connection with the whole contract, and the circumstances under which the parties acted in determining the question of their intent. We have in much detail already called attention to the facts. We have but briefly to refer to them again in order to make reasonably certain the intention of the parties. The plaintiffs were not merchants selling goods from their store located in the city of New York, or as such receiving orders from salesmen for their approval. They were dealers in cotton, which they purchased and shipped from Alabama, Missis sippi, Texas, or Arkansas. The goods were not in store where they could be examined and their quality

tested. This could only be done upon the arrival of the cotton at its destination. The plaintiffs sent Hawley, their servant and agent, to the defendant to sell cotton. Its officers had already purchased heavily, and did not care to purchase more before February. Much discussion appears to have taken place between the defendant's president and the plaintiffs' salesman, all at the company's mills, in Maine. All the details with reference to the January shipments and pay. ments, and to the modus operandi, were there talked over and arranged. The defendant's officers then announced their willingness to entertain an offer for January shipments, and then the first letter was written by Hawley to his firm, asking that an offer be made. An offer of 10 1-2 cents was forwarded by the plaintiffs to the defendant's officers. Had they accepted the offer, the acceptance would have been made in the State of Maine; and then, under the plaintiffs' theory, it would have been a Maine contract. But this offer was not accepted. The plaintiffs' agent again returned to the defendant's mill, had another interview with its president and treasurer, and finally succeeded in getting a bid, which he says he was authorized to transmit to the plaintiffs, of 10 3-8, and which was accepted. This bid was received in Maine by the plaintiffs', agent. All the talk and negotiation had taken place in Maine. The cotton was to be delivered to the defendant in Maine, there to be inspected and paid for; and it appears to us that there is no escape from the conclusion that it must have been within the contemplation of the parties that the contract should be considered a Maine contract, and controlled by the laws of that State. This was evi dently the understanding of the parties at the time of the trial. The defendant interposed in its answer the statute of frauds of that State. Both parties introduced decisions of the highest court of that State, bearing upon the construction of the statute of frauds of that State. The motion for a direction of a verdict was based upon that ground, and there is not a word or a suggestion appearing in the record on behalf of the plaintiffs claiming or intimating that it was a New York contract. Was there any note or memorandum of the contract made and signed by the defendant's officers or agents? It is not claimed that they made or signed any paper in connection with the transaction. The only thing that it is claimed that they did do was to authorize Hawley, the plaintiffs' salesman, to transmit to his firm the, offer mentioned; that in writing these letters he was their agent; and that they were bound thereby. The statute, however, was to prevent frauds. Oral contracts for sales in small amounts are not fraudulent. It is only where the amount exceeds a certain fixed sum that the statute requires some written memorandum signed by the party to be bound, or by his agent. The alleged contract in this case was for the purchase of goods to an amount of $50,000. The answer denies that any contract whatever was made. Hawley, according to his own testimony, was concededly working for the interests of the plaintiffs. He says: "I was anxious to secure an order from the defendant. That was what I went there for." If he, by his oral testimony, can establish his authority to make offers of purchase on behalf of the defendant, then the statute of frauds would be of but little use or protection; for a party, or his agent, could prepare the memorandum in his own interest, and then, by his oral testimony, estab lish its validity as against his opposing party. Browne on the Statute of Frauds, at section 367, says: "The statute does not require the party's own signature to

the memorandum, but allows it to be signed by some other person thereunto by him lawfully authorized.

One rule, however, has been settled, both under the fourth and seventeenth sections-that neither party can be the other's agent to bind him by signing the memorandum." Reed on the Statute of Frauds, at section 369, says: "One of the contracting parties cannot be the agent to make the memorandum." In 1 Greenl. Ev., § 268, it is said: "It is not necessary that the written evidence required by the statute of frauds should be comprised in a single document, nor that it should be drawn up in any particular form. It is sufficient if the contract can be plainly made out, in all its terms, from any writings of the party, or even from his correspondence; but it must all be collected from the writings, verbal testimony not being admis sible to supply any defects or omissions in the written evidence, for the policy of the law is to prevent fraud and perjury, by taking all the enumerated transac tions entirely out of the reach of any verbal testimony whatever." In Jenness v. Iron Co., 53 Me. 20-24, Walton, J., says: "Such a memorandum may be contained in the written correspondence of the party, but the correspondence, taken together, must estab lish the contract plainly in all its terms, or it will not be sufficient. It can receive no aid from parol evidence. The policy of the law is to prevent perjury, by making it impossible for a party to profit by it." In Hinckley v. Arey, 27 Me. 362, it was held, as a general principle, that the same individnal cannot be the agent of both parties. In Strong v. Dodds, 47 Vt. 348, it was held that the agent of the plaintiff to sell goods could not be regarded as the agent of the defendant in writing a letter ordering goods for the defendant; that the letter was not such a memorandum or note of the contract as was contemplated by the statute of frauds. The defendant's letter of December 5th is not a recognition of the plaintiffs' contract. It does refer to the plaintiffs' communication of the "5th ult.," but it does not admit the making of the contract therein alluded to. It merely says, "We find it will be impossible for us to take the 1,000 bales of cotton mentioned in yours of the 5th ult." It then gives reasons-want of funds, etc. It nowhere concedes that an offer had been made by them, and ac cepted by the plaintiffs."

SERVICE OF PROCESS ON CORPORATIONS.

I.

Corporations Must be Suable Within the Venue.-In a former article1 I drew attention to the general state of the American law, with regard to the residence or inhabitancy of corporations, for the purposes of jurisdiction, with special reference to the place or venue within which a corporation may be sued. I now propose to extend the same discussion by considering the modes of acquiring jurisdiction over corporations by the service of process upon their officers or agents. No subject, it is conceived, in legal procedure, has been fraught with more diffi1 42 Cent. L. J. 215.

culty and uncertainty; but the public is to be congratulated that the practical good sense of American judges is gradually reducing the prevailing doctrines upon the subject to a general uniformity, in conformity with justice and convenience. A great deal of the difficulty which has surrounded the subject might have been avoided if the courts had, at the out-set, kept in view the fundamental proposition that no mode of service can give jurisdiction of an action in personam against a corporation unless the corporation has such a residence within the territorial jurisdiction of the court, within the principles developed in the article already referred to, as makes it suable there. A moment's reflection must make it clear that the proposition, which will be stated and illustrated in the next paragraph, that jurisdiction in personam cannot be acquired over a corporation by the service of process upon its officer or agent, casually or temporarily within the limits of the jurisdiction of the court, when the corporation has no jurisdictional residence there, is but another way of stating the same proposition.

II. Service upon Officer or Agent Casually Within the Jurisdiction.-It is a principle of American law, firmly settled, and one which may be regarded as the law everywhere, except where changed by statute, that service of process upon an officer or agent of a foreign corporation, casually or temporarily found within the jurisdiction, whether upon his own business, or otherwise, will not give jurisdiction to render a judgment in personam against the corporation. It can make no

2 42 Cent. L. J. 215.

3 M'Queen v. Middletown Man. Co., 16 Johns. (N. Y.) 6; Moulin v. Trenton Mut. L., etc. Ins. Co., 24 N. J. L. 234; Newell v. Great Western R. Co., 19 Mich. 336, 315; Peckham v. North Parish, 16 Pick. (Mass.) 274, 286; Latimer v. Union Pac. R. Co., 43 Mo. 105, 97 Am. Dec. 378; State v. Ramsey Co., 26 Minn. 233; Middlebrooks v. Springfield Fire Ins. Co., 14 Conn. 301; Hulbert v. Hope Mut. Ins. Co., 4 How. Pr. (N. Y.) 275; Nash v. Rector, 1 Miles (Pa.), 78; Dawson v. Campbell, 2 Miles (Pa.), 170; Golden y. Morning News, 42 Fed. Rep. 112; Reifsnider v. American Imp. Pub. Co., 45 Fed. Rep. 433; Bentlif v. London, etc. Finance Corp., 44 Fed. Rep. 667, 9 Rail. & Corp. L. J. 235; Phillips v. Library Co., 141 Pa. St. 462, 23 Am. St. Rep. 304, 33 Am. & Eng. Corp. Cas. 41, 28 W. N. C. 21, 21 Atl. Rep. 640; Fitzgerald, etc. Constr. Co. v. Fitzgerald, 137 U. S. 98, 34 L. Ed. 608, 33 Am. & Eng. Corp. Cas. 306, 9 Rail. & Corp. L. J. 55, 11 Sup. Ct. Rep. 36; Silsbee v. Quincy Hotel Co., 30 Ill. App. 204; St. Clair v. Cox, 106 U. S. 350; Bushel v. Com. Ins. Co., 15 Serg. & R. (Pa.) 176 (doctrine recognized); Camden Rolling Mill Co. v. Swede Iron Co., 32 N. J. L. 15. In these and many other cases, the

difference, in respect of the operation of this principle, whether the officer is casually or temporarily within the jurisdiction for his own private purposes, or for the purposes of the corporation, always provided that a valid local statute law has not changed the practice. Thus, where the president of a foreign corporation was within the domestic jurisdiction for the purpose of negotiating a mortgage of its property and procuring the bonds thereby secured to be listed upon the stock exchange, he did not bring the corporation with him in such a sense that jurisdiction in personam could be obtained over it by service of process upon him.5 This statement of

distinction already stated (and see 6 Thomp. Corp. § 7529), is constantly pointed out between an officer or agent of a corporation coming casually into the State for the purposes of its business, and the corporation itself coming there by establishing a permanent business agency there. In a personal action brought in a court of a State against a corporation which is neither incorporated nor does business within the State, nor has any agent or property therein, service of the summons upon its president, temporarily within the jurisdiction, cannot be made the foundation of a judgment which will be recognized as valid in a court of the United States. Goldey v. Morning News, 156 U. S. 518, affirming, 42 Fed. Rep. 112.

4 Thus, in a case where this principle was affirmed, the president of a New Jersey corporation was temporarily within the State of New Jersey, as Paxson, C. J., expressed it, "for either business or pleasure, it does not matter which;" and while so there he was served with process, and it was held that there was no jurisdiction. Phillips v. Library Co., 141 Pa. St. 462, 23 Am. St. Rep. 304.

5 Clews v. Woodstock Iron Co., 44 Fed. Rep. 31. This rule has been changed in Michigan by a statute relating to the service of the writ of garnishment (6 Thomp. Corp. § 8080), so that it is not necessary that the officer upon whom it is served should be within the State upon the business of his corporation. Shafer Iron Co. v. Stone, 88 Mich. 464, 50 N. W. Rep. 389. It had previously been changed, with reference to the service of original process at law and in equity, by a statute (How. Stat. Mich., § 8145), which was construed as not requiring that the officer or agent of the foreign corporation should be within the State upon official business for his corporation, or spceially authorized by it to receive service of proc. ess. He was to be presumed to be such officer for the purposes of the statute, and he could not throw off his official character at will and defeat its object. Shickle, etc. Co. v. St. Louis Wiley Construction Co., 61 Mich. 226, 28 N. W. Rep. 77, 1 Am. St. Rep. 571. The statute seems to have been enacted to remedy the defects pointed out in Newell v. Great Western R. Co., 19 Mich. 336. An exception to the foregoing principle also exists under the statute law of New York (N. Y. Code Civ. Proc. §§131, 427; of the present code, § 1780; of the Code of Civ. Proc. § 432), which, as construed and administered, permits service upon an officer of a foreign corporation in a case where the cause of action arose within the State of New York, although such officer is but

doctrine is to be taken with the qualification that statutory inroads have been made upon it in some of the States; but, in their turn, the validity of some of these statutes may well be challenged, upon the ground that a statute authorizing the rendition of a judgment in personam against a person or corporation without notice, and an opportunity to be heard, under which its property may be taken in execution, may involve a taking of its property without due process of law, and may hence be a deprivation of its rights under the fourteenth amendment to the federal constitution. The doctrine is to be taken with the further qualification that some of the cases which concede it also support the view that such a service may well take the place of a constructive notice by publication, such as will support a judgment in rem against any property of the foreign corporation which may be seized within the jurisdiction."

III. Statutory Modes of Service Exclusive. Assuming the validity of statutes prescribing modes of service of process upon corporations, it is a fundamental rule that where the legislature has pointed out a mode of service and designated the officer or agent upon whom the process is to be served, that mode of service must be followed, aud the process must be served upon that officer or

ness.

temporarily within the State, and on his own busiHiller v. Burlington, etc. R. Co., 70 N. Y. 223; Pope v. Terre Haute Car, etc. Co., 87 N. Y. 137, affirming, 24 Hun (N. Y.), 238. The federal courts sitting within that State do not admit the principle of these decisions, and a judgment in personam upon such a service would not be rendered by those courts, although service may have been had upon the president of a foreign corporation temporarily within the State for the purpose of settling its business. Good Hope Co. v. Railway Barb Fencing Co., 22 Fed. Rep. 635. The reason is that the foreign corporation would not be "found" within the State, under such circumstances, within the meaning of section 739 of the Revised Statutes of the United States. Ibid. It may, for stronger reasons, be added that it would not be an "inhabitant" of the State, within the same and subsequent federal statutes using that word. When, therefore, an action had been commenced in a State court of New York, founded upon a service upon a director of the corporation found within the State, but not there in any official capacity, or on the business of the corporation, and afterwards the cause was removed to a federal court, it was dismissed by that court for want of jurisdiction. Bentlif v. London, etc. Finance Corp., 44 Fed. Rep. 667, 9 Rail. & Corp. L. J. 235.

6 Hulbert v. Hope Mut. Ins. Co., 4 How. Pr. (N. Y.) 275; Brewster v. Michigan Cent. R. Co., 5 How. Pr. (N. Y.) 183; Bates v. New Orleans, etc. R. Co., 13 How. Pr. (N. Y.) 516.

8

agent, in order to give jurisdiction. Statutes of this kind are universally regarded as mandatory and exclusive, unless their language plainly imports the contrary. Hence, where a statute prescribes the method of service, a method not included therein will not be good, although it might have been good at common law. Thus, if the statute designates certain officers or agents upon whom writs may be served, a service upon another agent, or even upon a person in possession of the property of the corporation sought to be affected by the suit, will not give jurisdiction. Where there are two statutes, one directing the mode of service generally, and the other, using the word "may," and providing how service may be made in the special case, the special statute, not being in terms exclusive-for here "may" is not to be read "must,"-does not exclude the mode of service pointed out by the general statute.10 The provision in a particular statute, directing the manner in which process is to be served upon a corporation, is not superseded by a general law providing a different mode of service upon similar corporations; for generalia specialibus non derogant. For example, where the legislature provided for a service of process by publication in a given case, that mode alone could be pursued, and

12

7 Amy v. Watertown, 130 U. S. 301, 316; Weil v. Greene County, 69 Mo. 281; Chambers v. King, etc. Manufactory, 16 Kan. 270; Kennedy v. Hibernia, etc. Soc., 38 Cal. 151; Aiken v. Quartz Rock, etc. Co., 6 Cal. 186; O'Brien v. Shaw's Flat, etc. Co., 10 Cal. 343; Reddington v. Mariposa, etc. Co., 19 Hun (N. Y.), 405; Cherry v. North & South R. Co., 59 Ga. 446; Union Pac. R. Co. v. Miller, 87 Ill. 45; Lake Shore, etc. R. Co. v. Hunt, 39 Mich. 469; Great West. Min. Co. v. Woodmas, etc. Co., 12 Colo. 46, 13 Am. St. Rep. 204, 20 Pac. Rep. 771; Foster v. Hammond, 37 Wis. 185, 187; Helms v. Chadbourne, 45 Wis. 60; Watertown v. Robinson, 69 Wis. 230, s. c. on former trial, 59 Wis. 513, 17 N. W. Rep. 542; Cosgrove v. Tebo, etc. R. Co., 54 Mo. 495; Hebel v. Amazon Ins. Co., 33 Mich. 400; Hartford Fire Ins. Co. v. Owen, 30 Mich. 441; Merrill v. Montgomery, 25 Mich. 73; American Express Co. v. Conant, 45 Mich. 642; Southern Express Co. v. Craft, 43 Miss. 508; Kibbe v. Benson, 17 Wall. (U. S.) 624; Alexandria v. Fairfax, 95 U. S. 774; Settlemier v. Sullivan, 97 U. S. 444; Evans v. Dublin, etc. R. Co., 14 Mees. & W. 142: Walton v. Universal Salvage Co., 16 Mees. & W. 438; Brydolf v. Wolf, Carpenter, etc. Co., 32 Iowa, 509; Hoen v. Atlantic, etc. R. Co., 64 Mo. 561; Lehigh Valley Ins. Co. v. Fuller, 81 Pa. St. 398; Congar v. Galena, etc. R. Co., 17 Wis. 477, 485.

8 Southern Ex. Co. v. Craft, 43 Miss. 508.

9 Aiken v. Quartz Rock, etc. Co., 6 Cal. 186; O'Brien v. Shaw's Flat, etc. Co., 10 Cal. 343.

10 State v. Hannibal, etc. R. Co., 51 Mo. 523. 11 Stabler v. Alexandria, 42 Fed. Rep. 490.

12 Broome v. Galena, etc. Co., 9 Minn. 239.

a service of summons upon the president or managing agent of such a corporation within the State was a nullity.13 We have seen that the supposed principle of the common law upon which this doctrine rests is now discarded, 14 and that, independently of statutes, the principle is now recognized that a corporation can migrate in such a sense as to acquire a residence in another State, for the purpose of jurisdiction as well as taxation. But the principle remains that where there is a statute pointing out, in explicit terms, the mode of service of process in actions against foreign corporations, it must be followed, and a judgment founded upon another kind of service will be invalid. If, therefore, in pursuance of a domestic statute, a foreign corporation has appointed, within the county, an attorney, and empowered him to receive service of process in actions against it, unless process is so served, the court is without jurisdiction to proceed to judgment. 15 So, where there is a special statutory provision for the service of process on corporations, relating to actions before justices of the peace, that statute must be followed, and not the provision of the general statute, and unless it is followed the judgment will be invalid.16 So, also, if there is a special statute relating to service of process upon foreign corporations, that will control the provisions of the statutes relating to the service of process generally; and service should be had in conformity with the special statute. For the same reason, unless the statute relating to process against foreign insurance companies doing business within the State, points in clear terms to the conclusion that it was intended to be applicable to actions before justices of the peace, it will be construed as confined to actions in courts of record. 18 Nor are the provisions of such statutes, extended by construction. When, therefore, the statute provided that "railway corporations, the owners of cars, including car companies * and companies * operating the same, in any country through which the road passes,

13

*

*

may be served with process, etc.,

13 Sullivan v. La Crosse, etc. Co., 10 Minn. 386. 14 6 Thomp. Corp. § 7993. And see my former article, 42 Cent. L. J. 215.

15 Thayer v. Tyler, 10 Gray (Mass.), 164.

16 Farmers,' etc. Co. v. Warring, 20 Wis. 290.

17 Gurnsey v. American Ins. Co., 13 Minn. 278.

18 Hartford Ins. Co. v. Owen, 30 Mich. 441. 19 Iowa Code, § 2582.