State Ex Rel. New York Oil Co. v. Superior Court

Per Curiam.

This is an original application in this court for a writ of prohibition on the relation of the New York Oil Company, a corporation. The respondent, the superior court of Grays Harbor county, Honorable Fred G. Bemann, Judge, has made and filed a return to an alternative writ heretofore issued. Action for breach of contract was commenced in the superior court of Grays Harbor county by Dorsey Hager et al., against the New York Oil Company of Wyoming and the New York Oil and Gas Company, a corporation of this state. Summons and complaint were served on the New York Oil Company by delivering to and leaving with one Holton, as agent of that corporation, a copy of the summons and complaint in Grays Harbor county. Upon return of that service, the New York Oil Company appearing specially, moved to quash the service and objected to the jurisdiction of the court to proceed against such corporation, alleging it to be a resident of the state of Wyoming and not transacting, business in this state, nor having any office in this state nor officer resident in this state, and that Holton was not its agent. The question was tried out before the respondent as judge of the superior court, who found against the New York Oil Company and entered an order accordingly, hence the present application to this court.

There is no question but that some one was doing business in . Grays Harbor county out of which the cause of action arose, and that Holton was an agent of such one at that time, and at the time of the service upon him, looking after and transacting the business in that .county. The contention of the petitioner, relator, however, is that the business was being transacted by, and that Holton was the agent of, the New York Oil and Gas Company and not of the New York Oil Company.

Upon the arguments of counsel and consideration of the record, we are satisfied the trial court correctly decided the matter and that the New York Oil and Gas Company, a corporation, so-called, is and at all times has been nothing more than a dummy organized, or attempted to be organized, and is controlled by, tbe same persons who manage and constitute the New York Oil Company, and that the New York Oil and Gas Company was organized for the purpose and has been used as a means through which the New York Oil Company was transacting business in this state, and that Holton, with whom a copy of the summons and complaint was personally delivered in Grays Harbor county, was its agent and of the kind upon whom service might be had under our statute.

Nor is there any question of estoppel against the plaintiffs in the original suit in the superior court on account of a purported contract by them with the New York Oil and Gas Company which was guaranteed by the New York Oil Company. If the New York Oil and Gas Company was suing Hager and his co-plaintiff or either of them on that contract, there might be some question of estoppel, but they are not being sued, but on the contrary are suing the New York Oil Company, so far as this present controversy is concerned, that company being the real party in interest.

It appears from the return of the plaintiff herein, upon a very clear preponderance of the proof, that, after the New York Oil and Gas Company filed its articles of incorporation with the secretary of state and with the county auditor of King county in April and May, 1925, neither it nor anyone for it has ever filed with the county auditor, as required by the laws of this state, any list of its officers nor appointed any agent, nor ever made any Federal income tax return as required by the Federal revenue act; and in fact there is no showing that the trustees named in its articles of incorporation ever held a meeting of any kind or character. It appears to be nothing more than a means by wbicb tbe New York Oil Company, a corporation, carries on business in tbis state.

Tbe alternative writ heretofore issued in tbis case will be, and it is, set aside, and a permanent writ will be denied.