Page:Harvard Law Review Volume 32.djvu/914

878 878 HARVARD LAW REVIEW tucky judgment was void. If the Kentucky statute purports to have the effect attributed to it, it cannot have that effect in the present case. New York Life Ins. Co. v. Dunlevy, 241 U. S. 518, 522, 523. Judgment affirmed." The Kne of thought which the opinion seems to suggest is this: A state may exclude a foreign corporation altogether, and may therefore admit it on such conditions as it may choose to impose; but a state may not exclude nonresident persons, and may not there- fore impose any conditions on admission. The problem, however, is not quite as simple as this. A state may not always exclude foreign corporations; for example, it may not exclude a corporation which seeks to do only an interstate business. But even though it may not exclude, it may impose some conditions on admission.^ The opinion of Mr. Justice Holmes suggests an inquiry into the basis of jurisdiction over corporations. There is no difficulty as to domestic corporations. Obviously the state which creates a cor- poration has the necessary control over it to serve as a basis of jurisdiction. It is domiciled within the state. At common law service upon a corporation is effected by service upon its principal officer.^^ By statute service upon other officers or agents is fre- quently allowed, and such service, or service by any other method, is valid if it fairly tends to give the corporation notice of the action and an opportunity to be heard .^^ ^ See International Harvester Co. v. Kentucky, 234 U. S. 579 (1914), stated and discussed infra, p. 885. And even though a state may exclude, there are some conditions on admission it may not impose, e. g., conditions designed to prevent resorting to the federal courts or conditions which would result in taking the property of the corporation without due process of law. See note 44, infra. But see the dissenting opinion of Mr. Justice Holmes in Western Union Tel. Co. v. Kansas, 216 U. S. i, 52 (1910). For a discussion of "unconstitutional conditions," see Henderson, Foreign Corporations, Chap. VIII; Report of the Commissioner of Corporations oa State Laws concerning Foreign Corporations, 1915, Pt. II. ^ Kansas City, etc. R. R. Co. v. Daughtry, 138 U. S. 298, 305 (1891); State v. Western N. C. R. R. Co., 89 N. C. 584 (1883); i Tidd's Practice, 8 ed., 119. ^ St. Mary's Petroleum Co. v. West Virginia, 203 U. S. 183 (1906) (service upon state auditor); Clearwater Mercantile Co. v. Roberts, 51 Fla. 176, 40 So. 436 (1906) (publication); Nelson v. C, B. & Q. R. R. Co., 225 111. 197, 80 N. E. 109 (1907) (pub- lication and mail); Hinckley v. Kettle River R. R. Co., 70 Minn. 105, 72 N. W. 835 (1897) (deposit of simmions in oflBce of secretary of state, who is charged with duty of maihng a copy to an officer of the corporation); Straub v. Lyman, etc. Co., 30 S. D. 310, 138 N. W. 957 (191 2) (service outside the state.) If the method of service is not reasonably calculated to give the corporation notice