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tains the following language: 'Any person or I agree in the views expressed by Judge persons having an estate or interest in, or mort: Adams in the foregoing opinion, and for the gage or lien upon, any lands and premises sold in pursuance of the fourth section of this act, reasons therein set forth conclude that the whose estate, interest, mortgage or lien ap- final order made in the proceedings under pears of record in the county, may at any time, review is in all respects legal and should be before the expiration of six months after notice

affirmed. shall have been given to him of such sale by the purchaser, his heirs, or assigns, in the man

The defendants are entitled to judgment. ner hereinafter provided, or before a deed of said premises shall have been delivered, as provided in this act, redeem said lands and prem

(123 Md. 212) ises.'

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

SYLVANIA STEEL CO. OF PHILADELing, it undoubtedly sustains the position taken by the comptroller. It is necessary in order to

PHIA, PA. (Nos. 8, 9.) determine the question of its applicability to (Court of Appeals of Maryland. April 8, 1914.) notice that there are two distinct cases, with somewhat different procedures, provided for by 1. APPEAL AND ERROR (8 70*)-DECISIONS REthe Martin act and its supplements. One is the

VIEWABLE-FINALITY OF DETERMINATIONcase of a known owner or owners, and the ORDER QUASIIING RETURN TO SUMMONS. other the case of unknown ownership, or, to An order quashing the return to a sumuse the language of section 23 of the act (Grif- mons, because the defendant, a foreign corporafith's edition), 'where the owner is unknown to tion, was not engaged in business within the or cannot be ascertained by the purchaser or his state, and the summons was not served upon legal representatives or assigns after due in an agent authorized for the purpose, was a quiry.' The earlier sections of the act of 1886, final order, from which an appeal could be including section IV and section VI, and stat taken, since, if such grounds be upheld, not only utes supplementary to or amendatory of sec- would no action lie within the state, but there tions IV and VI, such as chapter 102 of the would be no agent, as disclosed by the record, Laws of 1902 and chapter 251 of the Laws of upon whom process could be served, and the or1905, appear to relate to the case of known der, therefore, prevented the further prosecution owners. As to such owners payment in re-, of the suit. demption before the delivery of the deed is [Ed. Note.-For other cases, see Appeal and good.

Error, Dec. Dig. § 70.*] [1,2] “Section 23 in Griffith's edition gives 2. CORPORATIONS (8 641*)-FOREIGN CORPORAthe procedure in the case of unknown ownership. This section, after saying that, if the

TIONS-ACTIONS-PROCESS. ownership is unknown, application may be thorizing suits against any foreign corporation

Code Pub. Civ. Laws, art. 23, $ 92, aumade to the circuit court for an order for a deed, and that the court thereupon, upon be- regularly doing business or exercising any of its ing 'satisfied that the ownership is unknown, process upon a resident agent authorized for

franchises within the state and the service of after due inquiry, may make an order requir- that purpose under section 93, but if there be ing such owner, mortgagee, or other persons interested to appear and show cause at a date no such agent, upon any agent or other person months from its date, why the deed should not Cent. Dig. ss 2519, 2604, 2607; Dec. Dig. $ to be specified in the order, not less than six in its service, is valid.

[Ed. Note.-For other cases, see Corporations, be made and delivered to the purchaser, goes Cent. Dig. $$_2519, 2604, 2607; Dec. Dig. § on to provide: "That in case such unknown

641.*] owner, mortgagee, or other interested person 3. CORPORATIONS ($ 668*)--FOREIGN CORPORAshall not appear and show cause or redeem the

TIONS-ACTIONS-PROCESS. said lands within the time limited by the said

Where the state, in permitting foreign cororder, then the court shall, on the return day porations to do business therein, provides that thereof, or afterwards, make an order directing in suits against them for business there done the comptroller to make a deed of conveyance to process shall be served upon their agents, the said purchaser, which shall convey the lands provision is deemed a condition of the perfree from all interests or estate of any such mission, and to have been assented to by those unknown owner.'

subsequently so doing business, but they must be “If the section ended here, the result would engaged in business in the state, and the agents be that in the case of an unknown owner the appointed to act there. order is final, and that no subsequent redemp

[Ed. Note. For other cases, see Corporations, tion can excuse the comptroller from not exe- Cent. Dig. S$ 2603-2627; Déc. Dig. Š 668.*] cuting or delivering a deed in accordance with the direction of the order. There is a further 4. CORPORATIONS (8 668*)-FOREIGN CORPORAprovision in this section as to publication, but TIONS-ACTIONS-PROCESS—"DOING BUSIit evidently refers to publication of the order NESS. to show cause, and not to publication of the A foreign steel corporation which did a order for the deed, and so does not affect the large business in the state, consisting of conquestion now under consideration. For pres- struction work, such as the bridge in the conent purposes the section ends with the quota- struction of which plaintiff was injured, and the 'tion just made.

sale of its products, its state agents, maintain“The case in hand is the case of an un- ing an office bearing its name on the door and known owner, and, if it be true, as I think it is, stationery, was “doing business" in the state that the case is controlled by section 23, the within Code Pub. Civ. Laws, art. 23, $ 92, auconclusion results that the redemption was too thorizing service of summons in such case upon late.

agents, at the time of the injury down to the "In considering the case I have assumed that time of service of summons, though it had done a judicial proceeding antedates an ordinary no construction work for about a year previous transaction done on the same day.

thereto. “The conclusion thus reached is that the [Ed. Note.–For other cases, see Corporations, prayer of the petitions will be granted, with Cent. Dig. 88 2603–2627; Dec. Dig. $ 668.* costs in each case, and that the terms of the For other definitions, see Words and Phrasoriginal orders should be carried, out by the es, vol. 3, pp. 2155-2160; vol. 8, pp. 7640, comptroller."

7641.) *For other cases see same topic and section NUMBER in Dec. Dig. & Am. Dig. Key-No. Series & Rep'r Indexes

5. CORPORATIONS (8 668*)-FOREIGN CORPORA- court below sustained the motion are: First. TIONS-ACTIONS-PROCESS.

That the “defendant is not now doing busiA corporation which was the exclusive agent of a foreign steel corporation for the ness in the state of Maryland, nor has it transaction of its business within the state, upon been doing any business therein, nor been the entire amount of which it received a com- engaged in doing any business in the state of mission, its office door and stationery bearing Maryland, since the 17th day of January, the steel company's name, had implied authority to receive service of summons under Code Pub. 1910." Second. That R. C. Hoffman & Co., Civ. Laws, art. 23, § 92, authorized service Incorporated, upon which the summons was upon any agent or other person in the service served, was not at the time of the instituof a foreign cor oration, though the agency tion of this suit, or had it ever been, an agent paid the office rent.

[Ed. Note.--For other cases, see Corporations, of the defendant company upon which proCent. Dig. 88 2603-2627; Dec. Dig. 8 668.*]

cess could have been served for and on behalf

of defendant company. Appeal from Circuit Court, Washington A motion to dismiss the appeal having County; M. L. Keedy, Judge.

been filed in this court, it will first be con“To be officially reported."

sidered. Suit by the state of Maryland, to the use [1] It is contended by the appellee that the of Frances L. Bickel and another, against order sustaining the motion and quashing the Pennsylvania Steel Company of Philadel- the return is not a final, but an interlocuphia, Pa. From an order quashing the re-tory, order from which an appeal to this turn to the summons, plaintiffs appeal. Re-court will not lie, and to sustain its contenversed and remanded.

tion cites us to the cases of Oland v. AgriArgued before BOYD, C. J. and BRIS-cultural Insurance Co., 69 Md. 248, 14 Atl. COE, THOMAS, PATTISON, URNER, 669, Bolgiano v. Gilbert Lock Co., 73 Md. STOCKBRIDGE, and CONSTABLE, JJ.

132, 20 Atl. 788, 25 Am. St. Rep. 582, MulPalmer Tennant and Frank G. Wagaman,

len v. Sanborn, 79 Md. 364, 29 Atl. 522, 25 both of Hagerstown (Wagaman & Wagaman, L. R. A. 721, 47 Am. St. Ręp. 421, and Cenof Hagerstown, Marshall McCormick, of tral of Georgia Ry. Co. v. Eichberg, 107 Md. Roanoke, Va., and Samuel B. Loose and 363, 68 Atl. 690, 14 L. R. A. (N. S.) 389; Long Alexander Armstrong, Jr., both of Hagers- v. Hawken, 114 Md. 234, 79 Atl. 190, 42 L. R. town, on the brief), for appellants. Henry A. (N. S.) 1101. In the first of these cases, H. Keedy, Jr., of Hagerstown (J. Clarence the one upon which the appellee mainly reLane, of Hagerstown, on the brief), for ap- lies, the plaintiff instituted suit in the cirpellee.

cuit court for Frederick county against an

insurance company incorporated under the PATTISON, J. This suit was brought by laws of the state of New York, and the sumthe appellants, Frances L. Bickel and Mar-mons issued against the defendant was regaret Bickel, as equitable plaintiffs, against turned served on the local agent of the dethe Pennsylvania Steel Company, a corpora

fendant insurance company, and a summons tion, incorporated under the laws of the state directed and sent by mail to the general of Pennsylvania, to recover damages for the agent or attorney of the company, residing death of Ross L. Bickel, husband and father in the city of Baltimore, especially appointed of the equitable plaintiffs, caused, as it is to receive process against the company, but alleged, by the negligence of the defendant whether such summons was ever received by while he was engaged as its employé in the the attorney or agent of the company was a erection of the steel superstructure of a

controverted fact in the case. The court bridge across the Potomac river at Williams- there held that, as the statute applicable to port, Washington county, Md.

foreign insurance companies require them, The accident resulting in the death of before doing business in this state, to file Bickel occurred on the 16th day of December, with the Insurance Commissioner “a power 1908, and this suit was instituted on Decem- | of attorney appointing a citizen of this state, ber 11, 1909, and after many renewals, the resident within this state, the agent or at summons issued to the April term, 1913, was torney for the company upon whom process returned :

of law can be served," and as the defendant "Summoned, the Pennsylvania Steel Company company in that case had met such require of Philadelphia, a corporation, by service on ment, good faith required that the process R. C. Hoffman & Co., Incorporated, its agent, should have been served upon the attorney by service on Howard E. Kernan, treasurer, and a copy of the process left with 'R. c. Hoff! | so selected and appointed and not upon the man & Co., Incorporated, by leaving the same local agent. The court in that case dismisswith Howard E. Kernan, treasurer of R. C'ed the appeal, but in doing so said: Hoffman & Co., Incorporated;. also, notice of said summons left at the principal office of “The case against the appellee is still pendsaid corporation."

ing in the court below, and process may be reA motion filed to quash the return to the the provisions of the statute to which we have

newed and properly served in accordance with summons was granted and the return to the referred.” 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 busi. :

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

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 transaction of their business, and at the same not at such time its agent within the mean met by legislative enactments in many states

time to obtain exemption from suit, have been ing of the statute. In that case the court authorizing the service of process, in such casheld that the defendant corporation was do- es, upon the agents of the corporations. The ing business in the state of Maryland, and judgments obtained in suits thus commenced by that it could be properly sued in this state, of the state, are valid everywhere, provided

service upon such agents, pursuant to the laws and, further, that there was a party upon the corporation was engaged in business in the whom process could be served, binding upon state, and service was made upon an agent the defendant corporation. But if it be held there, actually representing the corporation at

the time.Good Hope Co. v. Railway Barb under the motion in this case that the de- Fencing Co. (C. C.) 22 Fed. 635; Lafayette fendant company is not doing business in Ins. Co. v. French, 18 How. 404, 15 L. Ed. 451; this state, and that R. C. Hoffman & Co. is Conn. Mutual Life Ins. Co. v. Spratley, 172 U. not the agent of the defendant company as Clair ý. Cox, 106 U. S. 350, 1 Sup. Ct. 354,

S. 602, 19 Sup. Ct. 308, 43 L. Ed. 569; St. aforesaid, then not only will no action lie 27 L. Ed. 222. against the defendant in this state, but there is no one, as disclosed by the record, tion to do business within her limits and at

[3] If the state permits a foreign corporaupon , upon the defendant corporation, in the ju- the same time provides that, in suits against risdiction in which this suit is instituted, and it for business there done, process shall be therefore the order sustaining the motion to served upon its agents, the provision is to quash the return is so far final as to prevent be deemed a condition of the permission; the further prosecution of the suit, and thus and corporations that subsequently do busian appeal will lie from said order to this ness in the state are to be deemed to assent court.

to such condition as fully as though they had In the case of Central of Georgia Ry. Co. specially authorized their agents to receive v. Eichberg, supra, the question here raised service of the process. There is no authoriwas not presented to, nor decided by, this ty, however, for the service of a summons court. That case, however, differs from the upon such agent of a foreign corporation uncase before us in that the motion in that case less the corporation be engaged in business was overruled and there was nothing, by rea- in the state and the agent be appointed to son of such ruling, to prevent the further act there. St. Clair v. Cox, supra. prosecution of the suit. In this case the mo The difficulty in these cases is in determintion was sustained and the return quashed. ing what acts of the foreign corporation conThe other cases cited contain nothing incon- stitute "doing business" in the state, so as sistent with the conclusion that we have to render it liable to be sued in such state. reached.

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 “Any person or corporation, whether a resi- now dealing with that term. This question, dent or a nonresident of this state, may sue it seems, must be largely determined upon any foreign corporation regularly doing busi- the facts of each individual case, and so it ness or regularly exercising any of its franchises herein for any cause of action.

must be determined in this case. 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, on 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 The defendant company in this case, al- is not so easy to determine who represents the though coming within the provisions of sec- corporation there, and under what circumstanc

es service on them will bind it." St. Clair v. tion 93 of article 23, failed to file with the Cox. Secretary of State a certificate, giving "the "In the absence of any express authority, the name and address of its agent, resident in question depends upon the review of the surthis state, authorized to accept service of rounding facts and upon the inferences which

the court might properly draw from them.

If process upon it," as required by said section. it appear that there is a law of the state in

The validity of statutes of the character respect to the service of process on foreign of the one above quoted is generally recog- agency is such as to render it fair, reasonable, nized.

and just to imply an authority on the part of "When a corporation has so far identified it the agent or receive service, the law will and self with a locality beyond the state of its crea- ought to draw such an inference and to imply tion and domicile as to be found there for such authority, and service under such cirpractical business purposes, it is reasonable to cumstances and upon an agent of that character treat it as there also to respond to its obliga- would be sufficient. tions when called upon to do so in the courts "The question turns upon the character of of that locality. * The inconvenience the agent, whether he is such that the law and practical injustice of permitting corpora- would imply the power and impute the authortions to invoke the comity of a foreign state, ity to him, and if he be that kind of an agent,

the implication will be made notwithstanding a , Hoffman & Co. in corresponding with the dedenial of authority on the part of the officers fendant company and others appears the folof the corporation.” Conn. Mutual Life Ins. Co. v. Spratley, supra.


"Baltimore Office, Pennsylvania Steel Co., R. [4] The defendant corporation was in the c. Hoffman & Co., Inc., Southern Sales Agent." year 1908, and is now, engaged in the manu

The R. C. Hoffman & Co. is now and has facture of steel products of various kinds in been since its incorporation in 1905, the exthe state of Pennsylvania. In August, 1908, clusive agent of the Pennsylvania Steel Comit entered into a contract with the Washington and Berkeley Bridge Company a West pany in the state of Maryland and it is ton and Berkeley Bridge Company a West shown by the record that the business done Virginia corporation, to furnish the material in this state by the last-named company and erect for it a steel superstructure of a amounts to at least $1,000,000 annually. bridge spanning the Potomac river at the

The witness Jay, when asked "Confine town of Williamsport, Washington county, yourself to the time since you have been genMd. It was while the said Ross Bickel, a eral Manager of Sales and state whether or nonresident of Maryland, was employed by not the Pennsylvania Steel Company of Philthe defendant company in the work of erect- adelphia has been engaged in any business ing the said superstructure that he on the within the state of Maryland other than the 16th day of December, 1908, by reason of the sale of its products," answered, "It has not.” deferd:int's alleged ne ligence was hurled This witness has for many years been in the and thrown from said bridge into the river

employment of the defendant corporation, below, sustaining injuries from which he and his evidence discloses that he was famildied.

iar 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- ledly 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 hy 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 The office occupied by R. C. Hoffman & Co. fact that the company had abandoned this as such agents is in the Continental Trust state in respect to their branch of its busiBuilding, Baltimore, Md., the rent for which

It may not have been able within such is paid by the said R. C. Hoffman & Co., but reriod to secure work upon terms satisfactoupon its doors appears in large letters the ry to it, and for that reason had not, during following:

said period, 'been engaged in such work. "BALTIMORE OFFICE

This, the only evidence offered in support of

the motion, is by no means conclusive of the "PENNSYLVANIA STEEL COMPANY

fact therein alleged that the defendant com"R. C. HOFFMAN & Co., INC., SOUTHERN

pany was not doing business in the state at SALES AGENTS.'

the time of the service of the process upon The officials of the defendant company, in- R. C. Hoffman & Co., its agent in this state, cluding its president and vice president, at within the meaning of the statute. times visited the said office occupied by R. It cannot, we think, be successfully conC. Hoffman & Co., and John C. Jay, its gen- tended, under all the facts and circumstanceral manager of sales, is frequently there; es of this case, that the defendant corporaall of these officials were fully aware of the tion, while engaged generally in its aforesaid above notice appearing upon the door of construction work and in the sale of its prodthe office.

ucts in this state was not doing business and It is shown by the testimony that all con- exercising its franchises therein within the tracts were executed by the defendant com- meaning of the statute; and it was at such pany but it is not shown whether such con- time that the defendant's employé, Ross tracts were issued within or without the Bickel, while at work upon the bridge aforestate. Upon the letter heads used by R. C. said, sustained injuries that resulted in his

or not.


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

and exercising its franchises in this state [5] The R. C. Hoffman & Co. has continu- at the time of service of process upon its ously, since its incorporation in 1905, served agent, R. C. Hoffman & Co. And we are the Pennsylvania Steel Company as its ex- likewise of the opinion that it may be propclusive agent in the transaction of its busi- erly inferred from the character of the agenness in this state, and so far as the record cy, as established by the facts here produced, discloses its agency agreement has at all that R. C. Hoffman & Co., as agents of the times during the existence of such agency defendant corporation in this state, had at remained practically the same. It is now, least the implied authority to receive servand has been during the period of its agency, ice of process. compensated for its services by commissions There are other grounds stated in the mopaid to it by the defendant company upon the tion upon which the court below was asked entire amount of business done by such de- to quash the return to the summons, but, in fendant company in this state. This was our opinion, upon none of them should the true when the defendant company was actu- motion have been granted. ally engaged in both the sale of its products Therefore the court below, in our opinion, and in the aforesaid construction work and erred in granting the motion to quash the it is now true, when it is claimed by the de- return to the summons. We will therefore fendant company that its business within the reverse the order quashing the return and restate is confined to the sale of its products. mand the case. At all times during the existence of such Order reversed and case remanded, with agency an office has been maintained in costs to the appellants. Maryland upon the door of which appears a notice stating it to be the “Baltimore Office of the Pennsylvania Steel Co., R. C. Hoffman

(123 Md. 224) & Co., Inc., Southern Sales Agents," and the STATE, to Use of STANLEY, V. PENNcharacter of such agency is also further im SYLVANIA STEEL CO. OF PHILA. parted to the public by like notice found

DELPHIA, PA, (No. 29.) upon the letter heads of R. C. Hoffman & (Court of Appeals of Maryland. April 8, 1914.) Co. used by it in its correspondence as such agent. It is true, the record discloses that D. Harlan, Judge.

Appeal from Baltimore City Court; Henry the rent of the office is paid by R. C. Hoff Suit by the State of Maryland, to the use of man & Co., but this fact in itself should not, Lillian Mildred Stanley, against the Pennsylwe think, outweigh all the surrounding facts From an order

quashing the return to the sum

vania Steel Company of Philadelphia, Pa. and circumstances which so strongly indi

mons, plaintiff appeals. Reversed and recate that it is the office of the defendant manded. corporation. The business of the defendant Argued before BOYD, C. J., and BURKE, company in this state was large and lucra- TILOMAS, PATTISON, URNER, STOCK

BRIDGE,' and CONSTABLE, JJ. tive; and, as R. C. Hoffman & Co. was paid for its services by commissions upon the en- both of Baltimore, for appellant. Clarence A.

R. Lee Slingluff and Thomas Foley Hisky, tire business done by the defendant company Tucker, of Baltimore (Samuel J. Harman, in this state, the fact that it was to pay the Charles H. Knapp, and Joseph N. Ulman, ali rent of the office may have been, and proba- of Baltimore, on the brief), for appellee. bly was, taken into consideration in fixing

PATTISON, J. The material facts in this and determining the compensation to be case are identical with the facts of the case of paid its agent.

State of Maryland, to Use of Frances L. Bickel After a thoughtful consideration of all the and Margaret Bickel, v. Pennsylvania Steel facts of this case, we are of the opinion that Company of Philadelphia, Pa.,

91. Atl. 136, ar

gued with this case at the January term, 1914, it is sufficiently shown that the defendant of this court, and for the reasons stated in the company, a foreign corporation was doing opinion filed in that case, the order quashing business and exercising its franchises in this the return to the summons in this case will be

reversed and the case remanded. state at the time of the injuries sustained by

Order reversed, and case remanded, with costs Bickel which resulted in his death, and that it to the appellant.

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