of business," that place becomes as much the residence of the foreign corporation in this state as such place becomes the residence of a domestic corporation. The reasoning which would sustain a contrary doctrine in the case of a foreign corporation would equally overthrow the rule as to domestic corporations. In Waechter v. Atchison etc. R. Co.,53 the decision of the United States supreme court cited is not in point, for there the question was only one of "citizenship." That court, in many decisions, has said that an allegation of "residence" is not equivalent to one of "citizenship"; for a person may be a citizen of one state and reside in another. In this case the district court of appeal quotes with approval from the Placerville case: "A foreign corporation exists in and by virtue of the law of a foreign country, and no statute of this state has ever given a local (county) residence to such a corporation, where it can be sued." But the constitution, article 12, section 16, provides that a corporation may be sued in the county where its "principal place of business" is situated, and the preceding section requires it to maintain such a place, which sections have always been held to govern both foreign and domestic corporations. As to the residence of foreign corporations the statutes have said just as little, and just as much, as of the residence of domestic corporations. The decision goes on to say that no legal evidence was before the court to sustain the claim, and it was "not urged that the defendant established a principal place of residence in this state by complying with the provisions of section 408 of the Civil Code, so that the question of the residence in the state which defendant would acquire by a compliance with that section is not before us," and adds, "but if this were shown to have been done, the defendant would

53 10 Cal. App. 70, 101 Pac. 41. See, also, Pittman v. Carstenbrook, 11 Cal. App. 224, 104 Pac. 699.

not thereby have become a domestic corporation," which is quite true but not material, and is dictum.

There remains only one more case involving the rights of an admittedly foreign corporation. All that appears in this case as to its status is that it was "doing business in this state." There was no statement that it had an office in this state, or a principal place of business therein, or that there had been any compliance, or attempt to comply, with the requirements made of foreign corporations by Civil Code, section 408. The court held, following Thomas v. Placerville, supra, that the corporation could be sued in any county in the state. But, without any reference to the Placerville case, the reasoning of which is so fatally defective if the reasoning of the long line of other cases is sound, it can not be seen how the decision could be otherwise; certainly a foreign corporation establishing no residence or principal place of business in this state could occupy no better position than a natural person residing in a foreign state.

But certainly a foreign corporation, complying with Civil Code, section 408, is entitled, to the same extent as a domestic corporation, to have cases against it tried in the county where it has legally established its "principal place of business."

It has been held that assuming that a foreign corporation may be sued in any county in the state which the plaintiff may designate, such right can exist only in a case where it is the only defendant; where residents of the state are joined as defendants and the suit is brought in a county other than their residence, one such defendant is entitled to a change of the place of trial notwithstanding the opposition of other defendants who may also be residents of other counties.55

54 Rains v. Diamond Match Co., probably 171 Cal. - 153 Pac. 239. 55 Ludington Exploration Co. v. La Fortuna etc. Min. Co., 4 Cal. App. 369, 88 Pac. 290.

Under the attachment law a corporation organized in the state of New Jersey is a non-resident of California;56 none of the foregoing points appear to have been involved, and none of the foregoing decisions were cited in support.

It is also quite true that foreign corporations are allowed to do business in another state only by comity, and that the state has the power to exclude all except those engaged in interstate commerce. But, being lawfully admitted to a state and conducting therein a lawful business in good faith, they are entitled, on principles of natural justice, as well as by the constitution of the United States, to the equal protection of the laws as like persons (corporations) within the state; and their rights to equal protection should neither be abridged nor cut off, nor made more burdensome or less free. If there be any statute or judicial decision which permits a foreign corporation to be sued in any county of the state, which covers a territory eight hundred miles long and a third as wide, in cases where a domestic corporation can not be so sued, it is a denial of the equal protection of the laws. Permission to enter the state to do business is an extension of comity, but, being admitted, equality before the law is no longer a matter of comity; its rights thereafter are not left to depend upon the granting or withholding of favors; it should then have the same facilities for the protection and enforcement of its rights as a domestic corporation.

CORPORATION CEASING TO DO BUSINESS IN STATE, SERVICE UPON A FORMER AGENT IS VOID

Service of a summons upon a former agent of a foreign corporation which has ceased to do business in the state where the suit is brought is void, and a suit can

56 Title Ins. etc. Co. v. California Dev. Co., 171 Cal. —, 152 Pac. 542, 561.

not be maintained on such a judgment in the state where the corporation was organized and exists, and the recital in the judgment of legal service is not res adjudicata, and does not estop the corporation from denying the service.57

NOT MORE FAVORABLE CONDITIONS

The fact that foreign corporations are not required to observe sections 290 and other sections of the Civil Code, in regard to form of organization, amount of capital stock, subscriptions, etc., is not granting them more favorable conditions for the transaction of business which is forbidden by article 12, section 15, of the constitution copied above;58 that these code sections provide simply for the formation and organization of domestic corporations, and that the doing business. referred to in this section of the constitution refers to the business of a corporation in carrying out its objects and purposes and not to the matter of its organization. It is very important that the object sought in this case be reached, but the reasoning falls short.

In regard to more favorable conditions as affecting "stockholders' liability," see that chapter, ante.

FOREIGN STEAM AND STREET RAILROADS

Section 407 of the Civil Code is as follows:

§ 407. Every railway or other corporation organized for the purpose of carrying freight or passengers under or by virtue of the laws of the United States, or of any state or territory thereof, may build railroads, exercise the right of eminent domain, and transact any other business which it might do if it were created and

57 Eureka Mercantile Co. v. California Ins. Co., 130 Cal. 153, 62 Pac. 393.

58 Western Union Tel. Co. v. Superior Court, 15 Cal. App. 679, 694, 115 Pac. 1091, 1100.

organized under or by virtue of the laws of this state, and has the same rights, privileges, and immunities, and is subject to the same laws, penalties, obligations, and burdens as if created or organized under and by virtue of the laws of this state. Nothing contained in this section shall be construed to exempt any corporation from any duty or liability imposed upon it by any of the provisions of this chapter. (Enacted March 21, 1905; Stats. 1905, p. 631.)

The district court of appeal said this section did not give foreign corporations the same rights as to place of trial of causes as domestic corporations have; that all the rights, privileges, and immunities conferred by this section pertain only to building railways, eminent domain, and matters incident thereto."

Notwithstanding this section was not adopted until 1905, and foreign telegraph companies are not mentioned in it, it was held such a company was entitled to exercise the power of eminent domain under section 1001 of the Civil Code.60 And so may all foreign corporations who have complied with our laws.61 It was also said that this power was a result following the acts of Congress concerning telegraph companies; no reference was made to the decision of the United States Supreme Court to the effect that the business of such a company is interstate commerce and states can pass no laws restricting or obstructing such business.

It was also said the power of either a de jure or a de facto corporation to exercise eminent domain can only be questioned by a direct proceeding in the nature of quo warranto, and that the right of a foreign corpo

59 Waechter v. Atchison etc. R. Co., 10 Cal. App. 70-74, 101 Pac. 41. 60 Western Union Tel. Co. v. Superior Court, 15 Cal. App. 679, 115 Pac. 1091, 1100.

61 And so may a foreign irrigation company, San Joaquin etc. Irr. Co. v. Stevinson, 164 Cal. 221, 232, 128 Pac. 924; Deseret Water etc. Irr. Co. v. State, 167 Cal. 147, 138 Pac. 981.