Opinion
Decided June 29, 1933.
The question whether a foreign corporation was or had been doing business within this state to such an extent that the state has jurisdiction over it in a suit grow-out of its business is one of federal law. Under federal law to establish such presence of a corporation there must be something of "a continuous course of business"; neither the mere solicitation of orders within the state nor the sending of a representative thereto to attempt composition of differences with a purchaser brings the corporation within the jurisdiction. In cases which are clearly within the terms of a federal rule as laid down, it is not the function of the state court to review the adequacy of the supporting logic.
ASSUMPSIT, to recover damages for deficiencies in a boiler, purchased by the plaintiff from the defendant.
The defendant is a foreign corporation, and moved to dismiss the action for lack of jurisdiction. It appeared that an agent of the defendant came into the state and solicited an order for the boiler. He forwarded the order to the defendant, but it did not appear that he had authority to close the contract. Complaint being made by the plaintiff, the defendant's branch manager came from Portland, Maine, and investigated the claim. At a later date he came into this state to solicit other orders, and the writ was then served upon him.
The court (Woodbury, J.) denied the motion, and the case was thereafter transferred by Page, J., upon the defendant's exception to such denial.
Coulombe Coulombe (Mr. Norman J. Coulombe orally), for the plaintiff.
Crawford D. Hening (by brief and orally), for the defendant.
In this action against a foreign corporation, the issue presented is whether the defendant was or had been doing business in this state to such an extent that the state has jurisdiction over it in a suit growing out of the business. The question is one of federal law. The defendant invokes the protection of the federal constitution, and the problem presented is the extent of that protection as defined and applied by the federal court.
It is conceded by every one that a foreign corporation which goes into a state and there does business in an extensive way thereby submits itself to the jurisdiction. In the language of the cases there must be something of "a continuous course of business." International Harvester Co. v. Kentucky, 234 U.S. 579, 585. The explanation that thus only can its "actual presence there" be established (Bank of America v. Bank, 261 U.S. 171), is fairly subject to the criticism that one cannot act unless present, and that presence is as indubitably shown by a single act as by many transactions. But we have no concern with the adequacy or correctness of the reasons given for a rule of federal constitutional law. The reasons assigned may be of importance when the problem is to forecast the probable extension of the rule by the federal court to cover new situations (Crugley v. Railway, 79 N.H. 276); but in cases clearly within the rule as laid down, it is not the function of the state court to review the adequacy of the supporting logic. Opinion of the Justices, post, ____.
It has been determined that the mere solicitation of orders within the state does not bring the corporation within the jurisdiction. People's Tobacco Company v. Company, 246 U.S. 79; Green v. Railway, 205 U.S. 530. The rule is apparently the same when, after such solicitation and the filling in another state of an order taken as a result thereof, the corporation sends a representative into the local jurisdiction to attempt a composition of differences with the purchaser. Moore Dry Goods Company v. Company, 282 F. 21; American Law Institute, Restatement, Conflict of Laws, Final Draft, s. 95, Comment a, Illustration 4.
These two facts — solicitation of orders and a visit for negotiation as to a dispute — are all that appear in the present case. As the federal rule is that these alone are not sufficient to confer jurisdiction upon the state court, the motion to dismiss the action should have been. granted.
Exception sustained.
WOODBURY, J. did not sit: the others concurred.