The Position of Foreign Corporations in American Constitutional Law; A Contribution to the History and Theory of Juristic Persons in Anglo-American Law Volume 2 (Paperback)

This historic book may have numerous typos and missing text. Purchasers can download a free scanned copy of the original book (without typos) from the publisher. Not indexed. Not illustrated. 1918 edition. Excerpt: ...it has consented at all, because the corporation does not in fact consent; but the court, for purposes of justice, treats it as if it had. It is true that the consequences so imputed to it lie within its control, since it need not do business within the state, but that is not equivalent to a consent; actually it might have refused to consent, and yet its refusal would make no difference. The court, in the interests of justice, imputes results to the voluntary act of doing business within the foreign state, quite independently of any intent. The limits of that intent are as independent of any actual intent as the consent itself. 1 Smolik T. Philadelphia and Reading Coal Company, 222 Fed. 148 (1915). 1 Bagdon -. Philadelphia and Reading Coal Company, 217 N. Y. 432 (1916). But the actual appointment of an agent manifests consent quite independently of any law. In the words of Judge Cardozo, speaking for the Court of Appeals, " The stipulation is, therefore, a true contract. The person designated is a true agent. The consent that he shall represent the corporation is a real consent." Of the two theories of consent which I have quoted, the one by Judge Hand, the other by Professor Beale,1 the latter clearly is no longer sustained by the authorities. Nor is it in principle entirely satisfactory. When we say that an absent defendant cannot be sued in personam without his consent, we may mean either of two things: that he must have had in a psychological sense a willingness to be served; or that he must have so expressed himself that a reasonable person would understand him to be willing. One is the internal, the other the external standard of consent. Professor Beale adopts the external standard, the acts of doing business being the overt acts...