Mitchell v. Union Bag Paper Corporation

Where a corporation chartered under the laws of another State and trans acting business within this State has become duly domesticated under the laws of this State, it is not thereafter subject to attachment on the ground that it is a non-resident corporation transacting business within the State.

DECIDED MARCH 21, 1947. A. S. Mitchell and Minnie S. Mitchell sued out a writ of attachment against Union Bag Paper Corporation, returnable to the October term, 1946, of the Superior Court of Atkinson County, on the grounds that the defendant was indebted to them in the sum of $2995 and was a non-resident corporation transacting business within the State of Georgia, and was not incorporated by the laws of Georgia but transacting business within the State. The defendant filed a plea to the jurisdiction and motion to dismiss, which, as amended, set out that the defendant was a corporation organized and existing under the laws of the State of New Jersey, and that on January 18, 1937, by order or judgment of the Superior Court of Chatham County, it was duly domesticated in the State of Georgia with all the powers, privileges, and immunities of similar corporations created under the laws of Georgia, as provided by the Code, § 22-1601; and that it had continually operated in Georgia since said date under such domestication, and was not subject to attachment on the grounds raised by the plaintiffs, for that it had its principal office and place of doing business in Chatham County, and was subject to the jurisdiction of the courts of that county and to the courts of only such other counties within the State, wherein it had an agent, office, and place of doing business, in the same manner and to the same extent as corporations originally organized and existing under the laws of the State, and that it did not have an agent, office, and place of doing business in Atkinson County, to the superior court of which the attachment was made returnable.

The plaintiffs filed a general demurrer to the plea to the jurisdiction and motion to dismiss of the defendant, which demurrer was overruled; and, after the overruling of the demurrer, the parties entered into a written agreement whereby it was agreed for the issues presented by the defendant's plea to the jurisdiction and motion to dismiss to be tried at the October term, 1946, of Atkinson Superior Court, before its judge without the intervention of a jury; and it was stipulated and agreed that the allegations of fact contained in the defendant's plea to the jurisdiction and motion to dismiss were true. The trial judge entered a judgment sustaining the plea to the jurisdiction and motion to dismiss, and dismissed the case. The exception here is to the judgments overruling the plaintiff's demurrer and sustaining the defendant's plea to the jurisdiction and motion to dismiss, and dismissing the action. 1. The controlling issue in this case is whether or not a foreign corporation transacting business in this State is subject to attachment under the provisions of the Code, § 8-108, after such corporation has been duly domesticated under the provisions of § 22-1601 et seq. It appears from the pleadings and evidence that the defendant was chartered under the laws of New Jersey. On January 18, 1937, the defendant corporation was duly domesticated in this State by an order or judgment of the Superior Court of Chatham County. The plaintiffs, on October 5, 1946, caused an attachment to be issued and levied on certain personal property of the defendant, which attachment was returnable to the Superior Court of Atkinson County. Of course, the attachment in this case would not have been legally sustainable against a corporation chartered under the laws of this State.

The plaintiffs contend that the defendant was liable to attachment under the provisions of the Code, § 8-108, which provides: "Attachments may issue against non-resident corporations transacting business within the State, under the same rules and regulations as are prescribed in relation to issuing attachments and garnishments in other cases." The defendant contends that, under the provisions of the Code, § 22-1601 — which provides, in part: "All foreign corporations doing business in this State, or which may hereafter do business in this State, and whose business is not against the public policy of this State, shall have the power to become domesticated in the manner hereinafter pointed out; and upon becoming domesticated such corporations and the stockholders thereof shall have the same powers, privileges, and immunities as similar corporations created under the laws of this State, and the stockholders thereof have, subject to the same obligations, duties, liabilities, and disabilities as if originally created under the laws of this State" — the attachment was improper and should be dismissed, since a domestic corporation would not have been liable to attachment proceedings under the same or similar circumstances.

Whether or not the defendant was liable to the attachment proceedings, under the pleadings and facts of this case, must be determined by a proper construction or application of the statutes above mentioned, each of which is contained in the Code of 1933. It is well-settled law that the adoption of the Code of 1933 (Ga. L. 1933, p. 84) amounted to a re-enactment of each section as contemporary statutes of the State, and that each section should be dealt with as though it were contained in the same act of the legislature and should be construed as if it was a separate paragraph of the same statute. It is the duty of the court, where possible, to give an act such construction as will give full force and effect to all of its provisions. Code sections relating to the same subject-matter and codified at the same time should be construed, if possible, to harmonize with each other, and that construction should be adopted which will prevent a contradiction by one section of the other, so that both will be operative. Daniel v. Citizens So. Nat. Bank of Atlanta, 182 Ga. 384, 395 (185 S.E. 696), and citations. In construing and applying the above-mentioned Code sections, it must be remembered that "the attachment process, being unknown to the common law, should be strictly construed and pursued; especially as to non-resident debtors."Mills v. Findlay, 14 Ga. 230 (3).

A foreign corporation domesticated under the Georgia Statute remains a foreign corporation, but, by virtue of such domestication, is invested with certain powers, privileges, and immunities that it did not theretofore have. Code, § 22-1601;Forrester v. Continental Gin Co., 67 Ga. App. 119, 124 (19 S.E.2d, 807); Perry v. Folkston Power Co., 181 Ga. 527 (183 S.E. 58); Head v. Rich, 61 Ga. App. 293 (6 S.E.2d 73), affirmed by the Supreme Court, 190 Ga. 680 (10 S.E.2d 183). While the authorities from other jurisdictions are in conflict, we think that the better rule is that a domesticated corporation is to be regarded as a domestic corporation for purposes of suit in the courts of the domesticating State. "It is the general rule that a foreign corporation which has become domesticated is a domestic corporation of the adopting State for all suit purposes in the State courts, but that it remains a citizen of the State of its creation for purposes of jurisdiction, removal, and venue in the Federal courts. . . Thus, where a foreign corporation has become fully domesticated by or under the laws of another State, it is not liable to attachment as a non-resident of such State, though, of course, it is liable to attachment for any of those causes for which a domestic corporation would be liable to attachment." 17 Fletcher, Cyclopedia of Corporations (Perm. Ed.), 63, 67, § 8311. Also see Stonega Coke Coal Co. v. Southern Steel Company, 123 Tenn. 428 (131 S.W. 988, 31 L.R.A. (N.S.) 278); Burgin Bros. McCane v. Barker Banking Co., 152 La. 1075 (95 So. 227); Chas. Friend Co. v. Goldsmith S. Co., 307 Ill. 45 (138 N.E. 185); Sinclair Refining Co. v. Bounds, 198 Ark. 149 (127 S.E.2d, 629); DuPont Engineering Co. v. John P. Harvey Construction Co., 156 Va. 582 (158 S.E. 891).

Since a domestic corporation would not have been liable to attachment under the facts disclosed in the present case, we think that the defendant, as a domesticated corporation vested with "the same powers, privileges, and immunities as similar corporations created under the laws of this State," was not liable to attachment and that the judge did not err in overruling the plaintiff's demurrer to the defendant's plea and motion and, under the facts of this case, in thereafter sustaining the defendant's plea to the jurisdiction and motion to dismiss and dismissing the case.

The cases cited and relied on by the plaintiffs in error are distinguishable on their facts from the present case and do not authorize or require a different ruling from the one made.Forrester v. Continental Gin Co., supra, and Forrester v.Interstate Hosiery Mills, 194 Ga. 863 (23 S.E.2d 78), dealt with the express provisions of a tax statute which classified corporations into two classes, those "incorporated under the laws of Georgia" and those "incorporated or organized under the laws of any other State," and the question of residence or non-residence for suit purposes was not involved. The case of Foy Shemwell v. Georgia-Alabama Power Co., 198 Fed. 643, dealt with the citizenship of the corporation within the meaning of the Federal statutes relating to removal of causes on the ground of diversity of citizenship, which is not involved in the present case. The Mississippi statute dealt with in Southern Motor Express Co. v. Magee Truck Lines, 181 Miss. 223 (177 So. 653, 114 A.L.R. 1377), was materially different from the one here involved, in that the Mississippi statute did not purport to vest the domesticated corporation with all the immunities vested in a domestic corporation. Moreover, the construction placed on a statute by the appellate courts of another State, while persuasive, is not controlling on this court in construing a similar statute of this State.

We are of the opinion that, under a proper construction of the statutes involved in this case, where a corporation chartered under the laws of another State becomes domesticated in this State, it cannot thereafter be treated as a non-resident within the meaning of the attachment laws of this State, and we so hold.

Judgment affirmed. Felton and Parker, JJ., concur.