American Railway Express Company v. F. S. Royster Guano Company/Opinion of the Court

Following an agreement of June, 1918, by the Adams Express Company, American Express Company, Southern Express Company (a Georgia corporation), and Wells Fargo & Co., the principal concerns then engaged in express transportation throughout the Union, the American Railway Express Company was incorporated under the laws of Delaware, and, by issuing its capital stock, acquired, July 1, 1918, all property of those carriers theretofore utilized in connection with such business. The Southern Express Company owned no other property located in Virginia. After this transfer it retired from the state, but in New York continued to hold valuable assets, including the stock of petitioner so received, and was solvent.

September 15, 1919, respondent sued the Southern Company in the Norfolk circuit court for the value of goods intrusted to it in 1917 for transportation from Richmond to Norfolk, Va., and lost. Summons was executed by delivering a copy to the chairman of the state Corporation Commission and transmitting another to the defendant by mail. A. special plea challenged the validity of the service upon the ground that the defendant had withdrawn from the state, and was no longer a foreign corporation doing business there, within the meaning of the Code provisions printed in the margin. This special plea was overruled. Defendant failed to plead further, and judgment went by default May 15, 1920.

July, 1922, respondent here sued petitioner for the amount of the above-described judgment upon the theory that under the narrated circumstances the latter became liable for outstanding obligations of the Southern Company contracted in Virginia. After a full and fair hearing the trial court gave judgment therefor. The Special Court of Appeals affirmed this action. 141 Va. 602, 126 S. E. 678.

What we have said in American Railway Express Co. v. Commonwealth of Kentucky, 273 U.S. 269, 47 S.C.t. 353, 71 L. Ed. , decided this day, is enough to dispose of all material points raised here, except the claim that the judgment against the Southern Express Company was void, because not based on proper service of process; and that is without merit. Evidently the statute might reasonably be construed as intended to designate an agent upon whom process should be served in suits growing out of transactions within the state where the corporation had failed so to do. The state court gave the statute that effect, and we are bound by the result. Mutual Reserve Association v. Phelps, 190 U.S. 147, 158, 23 S.C.t. 707, 47 L. Ed. 987; Hunter v. Mutual Reserve Life Insurance Co., 218 U.S. 573, 31 S.C.t. 127, 54 L. Ed. 1155, 30 L. R. A. (N. S.) 686.

The judgment of the court below must be affirmed.

Mr. Justice SUTHERLAND and Mr. Justice BUTLER dissent.