Desper v. Continental Water Meter Co. , 1884 Mass. LEXIS 246 ( 1884 )

Field, J.

In this Commonwealth, a foreign corporation, unless jurisdiction over it is given by statute, or unless it voluntarily appears, cannot be sued at law, except by means of an attachment of its property. Andrews v. Michigan Central Railroad, 99 Mass. 534, National Bank of Commerce v. Huntington, 129 Mass. 444. Peckham v. Haverhill Parish, 16 Pick. 274, 286. The service of process in this suit was not a legal service upon the corporation, as there is no statute authorizing such a service; at the most, it was only equivalent to notice of the suit.

It seems that the law is otherwise in England, and in some other jurisdictions. Newby v. Colt's Patent Fire Arms Co. L. R. 7 Q. B. 293. Baltimore & Ohio Railroad v. Wightman, 29 Grat. 431. See Williams v. Empire Transportation Co. 14 Off. Pat. Gaz. 523; Wilson Paching Co. v. Hunter, 8 Biss. 429.

A corporation may be decreed specially to perform a contract. Jones v. Boston Mill Corp. 4 Pick. 507. And this court has jurisdiction in equity to compel the assignment of letters patent. Binney v. Annan, 107 Mass. 94.

It does not appear that the personal chattels cannot be replevied ; and, as they are within the Commonwealth, if they are in the possession of any one, they must be in the possession of some person within the Commonwealth, who could be served with process, and compelled to deliver up the chattels, if the plaintiffs are entitled to the possession of them. No such person has been made a party defendant. So far as the bill asks for an assignment of letters patent, it asks for a personal decree against the defendant.

Whatever may be the extent of the jurisdiction of the court over all property and all persons within the Commonwealth, it has never been held to extend to a foreign corporation, not made by statute amenable to process, for the purpose of compelling it specifically to perform a contract by executing a written assignment of letters patent, unless the corporation voluntarily submits itself to the jurisdiction. The rights conferred by letters patent have no special locality within the Commonwealth; they exist as well in Maine, where the corporation was created, as in Massachusetts. Carver v. Peck, 131 Mass. 291.

We are of opinion that this case is not within the purview of the Pub. Sts. c. 141, § 22; and that the bill must be dismissed. Spurr v. Scoville, 3 Cush. 578. Moody v. Gray, 15 Gray, 457. Felch v. Hooper, 119 Mass. 52. Walling v. Beers, 120 Mass. 548. Kansas & Eastern Railroad Construction Co. v. Topeka, Salina & Western Railroad, 135 Mass. 34. Williston v. Michigan Southern & Northern Indiana Railroad, 13 Allen, 400.

Bill dismissed, without costs.^*

* By the St. of 1884, c. 330, which took effect on July 1, 1884, a foreign corporation doing business in this Commonwealth, except "foreign insurance companies, is required to appoint the commissioner of corporations its attorney, upon whom process may be served.