tains the following language: 'Any person or persons having an estate or interest in, or mortgage or lien upon, any lands and premises sold in pursuance of the fourth section of this act, whose estate, interest, mortgage or lien appears of record in the county, may at any time, before the expiration of six months after notice shall have been given to him of such sale by the purchaser, his heirs, or assigns, in the manner hereinafter provided, or before a deed of said premises shall have been delivered, as provided in this act, redeem said lands and premises.'

I agree in the views expressed by Judge Adams in the foregoing opinion, and for the reasons therein set forth conclude that the final order made in the proceedings under review is in all respects legal and should be affirmed.

The defendants are entitled to judgment.

(123 Md. 212)

"If this statute is applicable to this proceed- STATE, to Use of BICKEL et al., v. PENN

ing, it undoubtedly sustains the position taken by the comptroller. It is necessary in order to determine the question of its applicability to notice that there are two distinct cases, with somewhat different procedures, provided for by the Martin act and its supplements. One is the case of a known owner or owners, and the other the case of unknown ownership, or, to use the language of section 23 of the act (Griffith's edition), where the owner is unknown to or cannot be ascertained by the purchaser or his legal representatives or assigns after due inquiry.' The earlier sections of the act of 1886, including section IV and section VI, and statutes supplementary to or amendatory of sections IV and VI, such as chapter 162 of the Laws of 1902 and chapter 251 of the Laws of 1905, appear to relate to the case of known owners. As to such owners payment in redemption before the delivery of the deed is good.

[1, 2] "Section 23 in Griffith's edition gives the procedure in the case of unknown ownership. This section, after saying that, if the ownership is unknown, application may be made to the circuit court for an order for a deed, and that the court thereupon, upon being satisfied that the ownership is unknown, after due inquiry, may make an order requiring such owner, mortgagee, or other persons interested to appear and show cause at a date to be specified in the order, not less than six months from its date, why the deed should not be made and delivered to the purchaser, goes on to provide: "That in case such unknown owner, mortgagee, or other interested person shall not appear and show cause or redeem the said lands within the time limited by the said order, then the court shall, on the return day thereof, or afterwards, make an order directing the comptroller to make a deed of conveyance to said purchaser, which shall convey the lands free from all interests or estate of any such unknown owner.'

"If the section ended here, the result would be that in the case of an unknown owner the order is final, and that no subsequent redemption can excuse the comptroller from not executing or delivering a deed in accordance with the direction of the order. There is a further provision in this section as to publication, but it evidently refers to publication of the order to show cause, and not to publication of the order for the deed, and so does not affect the question now under consideration. For present purposes the section ends with the quotation just made.

"The case in hand is the case of an unknown owner, and, if it be true, as I think it is, that the case is controlled by section 23, the conclusion results that the redemption was too

SYLVANIA STEEL CO. OF PHILADEL-
PHIA, PA. (Nos. 8, 9.)

(Court of Appeals of Maryland. April 8, 1914.)
1. APPEAL AND ERROR (§ 70*)-DECISIONS RE-
VIEWABLE-FINALITY OF DETERMINATION-
ORDER QUASHING RETURN TO SUMMONS.

An order quashing the return to a summons, because the defendant, a foreign corporation, was not engaged in business within the state, and the summons was not served upon an agent authorized for the purpose, was a final order, from which an appeal could be taken, since, if such grounds be upheld, not only would no action lie within the state, but there would be no agent, as disclosed by the record, upon whom process could be served, and the order, therefore, prevented the further prosecution of the suit.

[Ed. Note.-For other cases, see Appeal and Error, Dec. Dig. § 70.*]

2. CORPORATIONS (§ 641*)-FOREIGN CORPORA

TIONS-ACTIONS-PROCESS.

Code Pub. Civ. Laws, art. 23, § 92, auregularly doing business or exercising any of its thorizing suits against any foreign corporation franchises within the state and the service of process upon a resident agent authorized for that purpose under section 93, but if there be no such agent, upon any agent or other person in its service, is valid.

[Ed. Note.-For other cases, see Corporations, Cent. Dig. §§ 2519, 2604, 2607; Dec. Dig. §

641.*]

3. CORPORATIONS (§ 668*)-FOREIGN CORPORATIONS-ACTIONS-PROCESS.

Where the state, in permitting foreign corporations to do business therein, provides that in suits against them for business there done process shall be served upon their agents, the provision is deemed a condition of the permission, and to have been assented to by those subsequently so doing business, but they must be engaged in business in the state, and the agents appointed to act there.

[Ed. Note.-For other cases, see Corporations, Cent. Dig. §§ 2603-2627; Déc. Dig. § 668.*] 4. CORPORATIONS (§ 668*)-FOREIGN CORPORATIONS ACTIONS-PROCESS "DOING BUSTNESS."

A foreign steel corporation which did a large business in the state, consisting of construction work, such as the bridge in the construction of which plaintiff was injured, and the sale of its products, its state agents, maintaining an office bearing its name on the door and stationery, was "doing business" in the state within Code Pub. Civ. Laws, art. 23, § 92, authorizing service of summons in such case upon agents, at the time of the injury down to the time of service of summons, though it had done no construction work for about a year previous thereto.

[Ed. Note.-For other cases, see Corporations, Cent. Dig. §§ 2603-2627; Dec. Dig. § 668.*

For other definitions, see Words and Phrases, vol. 3, pp. 2155-2160; vol. 8, pp. 7640, 7641.]

*For other cases see same topic and section NUMBER in Dec. Dig. & Am. Dig. Key-No. Series & Rep'r Indexes

Palmer Tennant and Frank G. Wagaman, both of Hagerstown (Wagaman & Wagaman, of Hagerstown, Marshall McCormick, of Roanoke, Va., and Samuel B. Loose and Alexander Armstrong, Jr., both of Hagers-V. Hawken, 114 Md. 234, 79 Atl. 190, 42 L. R. town, on the brief), for appellants. Henry H. Keedy, Jr., of Hagerstown (J. Clarence Lane, of Hagerstown, on the brief), for appellee.

A motion filed to quash the return to the summons was granted and the return to the summons quashed. Among the grounds assigned in the motion, and those upon which In this case, however, the defendant com the defendant relies and upon which the pany contends that it is not doing busiFor other cases see same topic and section NUMBER in Dec. Dig. & Am. Dig. Key-No. Series & Rep'r Indexes

transaction of their business, and at the same met by legislative enactments in many states time to obtain exemption from suit, have been authorizing the service of process, in such cases, upon the agents of the corporations. The judgments obtained in suits thus commenced by of the state, are valid everywhere, provided service upon such agents, pursuant to the laws the corporation was engaged in business in the state, and service was made upon an agent there, actually representing the corporation at the time." Good Hope Co. v. Railway Barb Fencing Co. (C. C.) 22 Fed. 635; Lafayette Ins. Co. v. French, 18 How. 404, 15 L. Ed. 451; Conn. Mutual Life Ins. Co. v. Spratley, 172 U. S. 602, 19 Sup. Ct. 308, 43 L. Ed. 569; St. Clair v. Cox, 106 U. S. 350, 1 Sup. Ct. 354, 27 L. Ed. 222.

ness in the state, and, further, that the par-, for the exercise of their franchises and the ty upon whom the process was served was not at such time its agent within the meaning of the statute. In that case the court held that the defendant corporation was doing business in the state of Maryland, and that it could be properly sued in this state, and, further, that there was a party upon whom process could be served, binding upon the defendant corporation. But if it be held under the motion in this case that the defendant company is not doing business in this state, and that R. C. Hoffman & Co. is not the agent of the defendant company as aforesaid, then not only will no action lie against the defendant in this state, but

there is no one, as disclosed by the record, upon whom process may be served, binding upon the defendant corporation, in the jurisdiction in which this suit is instituted, and therefore the order sustaining the motion to quash the return is so far final as to prevent the further prosecution of the suit, and thus an appeal will lie from said order to this court.

In the case of Central of Georgia Ry. Co. v. Eichberg, supra, the question here raised was not presented to, nor decided by, this court. That case, however, differs from the case before us in that the motion in that case was overruled and there was nothing, by reason of such ruling, to prevent the further prosecution of the suit. In this case the motion was sustained and the return quashed. The other cases cited contain nothing inconsistent with the conclusion that we have reached.

tion to do business within her limits and at
[3] If the state permits a foreign corpora-
the same time provides that, in suits against
it for business there done, process shall be
served upon its agents, the provision is to
be deemed a condition of the permission;
and corporations that subsequently do busi-
ness in the state are to be deemed to assent
to such condition as fully as though they had
specially authorized their agents to receive
service of the process. There is no authori-
ty, however, for the service of a summons
upon such agent of a foreign corporation un-
less the corporation be engaged in business
in the state and the agent be appointed to
St. Clair v. Cox, supra.
act there.

The difficulty in these cases is in determining what acts of the foreign corporation constitute "doing business" in the state, so as to render it liable to be sued in such state. So far as we have been able to find, there

[2] Section 92 of article 23 of the Code of has been no general definition of the term 1912 provides that:

*

"doing business" in the sense that we are now dealing with that term. This question, it seems, must be largely determined upon the facts of each individual case, and so it must be determined in this case.

"Any person or corporation, whether a resident or a nonresident of this state, may sue any foreign corporation regularly doing business or regularly exercising any of its franchises herein for any cause of action. * * If such corporation has a resident agent au- "In the state where a corporation is formed thorized and prepared to accept service as pro- it is not difficult to ascertain who are authorvided by section 93 of this article, such pro-ized to represent and act for it. Its charter cess shall be served upon him. If the corpora- or the statutes of the state will indicate in tion has no resident agent so authorized and whose hands the control and management of its prepared, process may be served *** up- affairs are placed. Directors are readily found, any president, manager, director, ticket as also the officers appointed by them to managent or officer of the corporation, or upon any age its business. But the moment the boundagent or other person in its service." ary of the state is passed, difficulties arise; it is not so easy to determine who represents the corporation there, and under what circumstances service on them will bind it." St. Clair v. Cox.

The defendant company in this case, although coming within the provisions of section 93 of article 23, failed to file with the Secretary of State a certificate, giving "the name and address of its agent, resident in this state, authorized to accept service of process upon it," as required by said section. The validity of statutes of the character of the one above quoted is generally recog

nized.

"In the absence of any express authority, the question depends upon the review of the surthe court might properly draw from them. If rounding facts and upon the inferences which it appear that there is a law of the state in respect to the service of process on foreign agency is such as to render it fair, reasonable, corporations, and that the character of the and just to imply an authority on the part of the agent or receive service, the law will and ought to draw such an inference and to imply such authority, and service under such circumstances and upon an agent of that character would be sufficient.

"The question turns upon the character of the agent, whether he is such that the law would imply the power and impute the authority to him, and if he be that kind of an agent,

4

the implication will be made notwithstanding a, denial of authority on the part of the officers of the corporation." Conn. Mutual Life Ins. Co. v. Spratley, supra.

Hoffman & Co. in corresponding with the defendant company and others appears the following:

"Baltimore Office, Pennsylvania Steel Co., R. C. Hoffman & Co., Inc., Southern Sales Agent."

The R. C. Hoffman & Co. is now and has

been since its incorporation in 1905, the exclusive agent of the Pennsylvania Steel Company in the state of Maryland and it is shown by the record that the business done in this state by the last-named company amounts to at least $1,000,000 annually.

[4] The defendant corporation was in, the year 1908, and is now, engaged in the manufacture of steel products of various kinds in the state of Pennsylvania. In August, 1908, it entered into a contract with the Washington and Berkeley Bridge Company a West ton and Berkeley Bridge Company a West Virginia corporation, to furnish the material and erect for it a steel superstructure of a bridge spanning the Potomac river at the town of Williamsport, Washington county, Md. It was while the said Ross Bickel, a nonresident of Maryland, was employed by the defendant company in the work of erect-adelphia has been engaged in any business ing the said superstructure that he on the 16th day of December, 1908, by reason of the deferdant's alleged ne l'gence was hurled and thrown from said bridge into the river below, sustaining injuries from which he died.

The witness Jay, when asked "Confine yourself to the time since you have been general Manager of Sales and state whether or not the Pennsylvania Steel Company of Philwithin the state of Maryland other than the sale of its products," answered, "It has not." This witness has for many years been in the employment of the defendant corporation, and his evidence discloses that he was familiar with the affairs of the company. ThereThe record discloses that there has never fore, in saying that the company had not been any written contract of agency between been engaged in any business in this state R. C. Hoffman & Co. and the defendant cor- other than the sale of its products since his poration, but as expressed by John C. Jay, appointment to his present position in 1912, "general manager of sales" for the defendant he practically admitted that prior to that company, the existing agreement between R. time it had been engaged in other business C. Hoffman & Co. and the defendant is the in the state of Maryland which was undoubtresult of a "gradual growth of mutual con-edly true, as shown by the facts of this case. fidence," by the terms of which R. C. Hoff- No other witness was placed upon the stand man & Co., as the exclusive agent of the de- by the defendant and no other testimony fendant company in Maryland, solicited con- was given that in any way reflects upon the tracts therein, not only for the sale of de- time when the defendant company ceased, fendant's manufactured products but in some if it has ceased, to exercise its franchises in instances, as in the case before us, for the this state in the construction of bridges, or construction of steel bridges and were com- in the performance of any similar work. It pensated therefor by commissioners upon all may have been that the company within the the "business" done by the defendant com- period mentioned, between March, 1912, and pany within this state, whether such busi- April, 1913, when the witness was upon the ness was procured through their solicitation stand, had not done any construction work in the state, yet it does not follow from the fact that the company had abandoned this state in respect to their branch of its business. It may not have been able within such period to secure work upon terms satisfactory to it, and for that reason had not, during said period, been engaged in such work. This, the only evidence offered in support of the motion, is by no means conclusive of the fact therein alleged that the defendant company was not doing business in the state at the time of the service of the process upon R. C. Hoffman & Co., its agent in this state, within the meaning of the statute.

or not.

The office occupied by R. C. Hoffman & Co. as such agents is in the Continental Trust Building, Baltimore, Md., the rent for which is raid by the said R. C. Hoffman & Co., but upon its doors appears in large letters the following:

"BALTIMORE OFFICE

"PENNSYLVANIA STEEL COMPANY "R. C. HOFFMAN & Co., INC., SOUTHERN SALES AGENTS."

The officials of the defendant company, including its president and vice president, at times visited the said office occupied by R. C. Hoffman & Co., and John C. Jay, its general manager of sales, is frequently there; all of these officials were fully aware of the above notice appearing upon the door of the office.

It is shown by the testimony that all contracts were executed by the defendant company but it is not shown whether such conwere issued within or without the state. Upon the letter heads used by R. C.

It cannot, we think, be successfully contended, under all the facts and circumstances of this case, that the defendant corporation, while engaged generally in its aforesaid construction work and in the sale of its products in this state was not doing business and exercising its franchises therein within the meaning of the statute; and it was at such time that the defendant's employé, Ross Bickel, while at work upon the bridge aforesaid, sustained injuries that resulted in his

death, to recover damages for which this | continued to do so, and was so doing business suit is instituted.