Page:Harvard Law Review Volume 32.djvu/915

879 I BUSINESS JURISDICTION OVER NONRESIDENTS 879 A more difficult question arises as to foreign corporations, that is, corporations organized and existing under the laws of another state or territory or country than that in which the action is brought. If a foreign corporation is not doing business within the state, it is not subject to the jurisdiction of the state merely be- cause one or more of its officers or agents happens to live there or to go there.^^ The New York and North Carolina courts long obstinately clung to the opposite view;^'^ but the Supreme Court of the United States has now definitely held that a state has no jurisdiction over the corporation in such a case, and that an at- tempt to exercise jurisdiction is a violation of the Fourteenth Amendment.'^ Certainly, however, a foreign corporation may voluntarily con- sent to submit itself to the jurisdiction of the state and of the courts of the state. And inasmuch as a corporation, although a "person" ^^ and entitled as such to protection under the due- process clause of the Fourteenth Amendment, is not a "citizen" *° and is not as such entitled to "all privileges and immunities of citizens in the several States," ^^ or "the privileges or immunities of citizens of the United States," ^^ a state may in general exclude a foreign corporation from doing business within the state .^^ It may impose conditions precedent to its doing business within the and an opportunity to defend, it is unconstitutional. Pinney v. Providence Loan & Investment Co., 106 Wis. 396, 82 N. W. 308 (1900) (leaving copy in registry of deeds, no one being charged with duty to notify defendant). ^ St. Clair v. Cox, 106 U. S. 350 (1882); Goldey v. Morning News, 156 U. S. 518 (1895); Kendall v. American Automatic Loom Co., 198 U. S. 477 (1905); Newell v. Great W. Ry. Co., 19 Mich. 336 (1869); Moulin v. Insurance Co., 24 N. J. L. (4 Zab.) 222 (1853); Aldrich v. Anchor Coal Co., 24 Ore. 32, 32 Pac. 756 (1893). " Sadler v. Boston, etc. Co., 202 N. Y. 547, 95 N. E. 1139 (1911), 140 N. Y. App. Div. 367, 125 N. Y. Supp. 405 (1910); Menefee v. Riverside, etc. Mills, 161 N. C. 164, 76 S. E. 741 (1913). '* Riverside, etc. Mills v. Menefee, 237 U. S. 189 (1915). See also Dollar Co. v. Canadian, etc. Co., 220 N. Y. 270, 115 N. E. 711 (1917). V. Ames, 169 U. S. 466 (1898). « Paul V. Virginia, 8 Wall. (U. S.) x68 (1868). « Article IV, § 2. «* Amendment XIV. « Paul V. Virginia, 8 Wall. (U. S.) 168 (1868). For an exhaustive digest of deci- sions as to what constitutes "doing business" within a state, see the Report of the Commissioner of Corporations on State Laws concerning Foreign Corporations, 1915, 156-68.
 * ^ Santa Clara Co. v. Southern Pac. R. R. Co., 118 U. S. 394, 396 (1886); Smyth