Page:Harvard Law Review Volume 12.djvu/39

19 JURISDICTION OVER FOREIGN CORPORATIONS. 1 9 defendant would be established by the consent of the defendant to be regarded as found within the State in the person appointed as agent for that purpose, and the corporation would be subject to the judgment of the court over any cause of action of a transi- tory character without regard to the place where it actually arose. The condition may be unreasonable if it goes beyond any proper purpose, but it could hardly be considered as being in conflict with the principles of public law. The question remains, however, whether the statute is so explicit as to be clearly intended to require a foreign corporation to sub- mit to suits having no relation to the business done within the State, or to suits brought by persons that are citizens of the State where the corporation was organized or of some other foreign State. With respect to actions transitory in their character, with which by common consent the court of any State is competent to deal, it is a question of the construction of the statute imposing the condition rather than a question of jurisdiction between States, and the decision of this question of construction depends a good deal upon the opinion of the court with regard to the policy and purpose of legislation of this character, and there is difference of opinion in the few cases in which the question is directly involved. Judge Wheeler, in a case decided in Vermont in 1874,^ expressed very strongly the opinion that a statute providing for the appoint- ment of an agent on whom process might be served ought not to be construed as intended to permit a non-resident to sue a foreign corporation for a cause of action arising outside of the State. He said that even assuming that the agent in that case had been appointed in obedience to the statute, the question still remained, what cases the statute was intended to reach. A statute is to be construed with reference to the old law, the mischief, and the remedy. When this statute was passed the old law permitted the agents of any insurance company, foreign as well as domestic, to make con- tracts of insurance within the State under which causes of action would accrue to our own people within the jurisdiction of the State courts. The mischief was that the jurisdiction of the State courts over these causes of action would be unavailing except upon voluntary appearance, for want of power in the courts to compel appearance. The remedy provided was the requiring of 1 Sawyer v. North American Life Ins. Co., 46 Vt. 697.