Page:Harvard Law Review Volume 12.djvu/22

2 2 HARVARD LAW REVIEW. foreign State had jurisdiction, but whether the corporation had capacity to sue, and whether the contract had any validity. The decision was, that for the purposes of making contracts beyond the State of its creation, a corporation might be recognized by the comity of other States, and that if so recognized, it had power through its agents to make contracts in those States not contrary to their laws, and could bring an action on these contracts in such States. The question whether a corporation may be sued outside of the State of its creation depends on different considerations. In order that a suit may be brought against it, it is necessary not only that its power to act through agents outside of the State of its creation should be recognized, but also that it should be found for the pur- pose of serving process within the State in which the action was brought. It is a principle of natural justice that a judgment can- not be rendered without giving an opportunity for defence, and that service of process within the State is necessary to give juris- diction in an action in personam?- At common law, service of process upon a corporation could be made only upon the head or principal officer of the corporation, and within the jurisdiction of the sovereignty which created it; and from this rule it followed of necessity that a vahd judgment against it in personam could not be obtained in the courts of another juris- diction. Even though a corporation might be recognized by the laws of other States, and might act there by agents and make con- tracts, and even bring suits there, yet it could not be found there for the purpose of being served with process, and the courts had not jurisdiction to entertain suits against it. Accordingly, we find the Supreme Court of New York in 1819 expressing the opinion that a foreign corporation cannot be sued in that State, for the reason that process must be served upon the head or principal officer of the corporation within the jurisdiction of the sovereignty where it was created. This opinion was cited with approval by the Supreme Court of Massachusetts in 1834,2 and the Court said that all foreign corporations were without the jurisdiction of the Courts of that commonwealth. A similar opinion was expressed in New Hampshire in 1838,^ and in Connecticut in 1841;* and ^ Fisher v. Lane, 3 Wils. 297 ; Pennoyer v. Neff, 95 U. S. 734. 2 Peckham v. North Parish in Haverhill, i6 Pick. 274. " Libby v. Hodgeton, 9 N. H. 394.
 * Middlebrook v. Springfield Fire Ins. Co., 14 Conn. 301.