State Ex Rel. Stamm v. Mayfield

340 S.W.2d 631
CourtSupreme Court of Missouri
DecidedDecember 13, 1960
Docket48190
StatusPublished
Cited by14 cases

This text of 340 S.W.2d 631 (State Ex Rel. Stamm v. Mayfield) is published on Counsel Stack Legal Research, covering Supreme Court of Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
State Ex Rel. Stamm v. Mayfield, 340 S.W.2d 631 (Mo. 1960).

Opinions

STORCKMAN, Judge.

This is- an original proceeding in mandamus, the purpose of which is to require the respondent judge to proceed with an action in -which the trial court quashed the service of the summons on the ground the venue was improper as to each defendant. The question involved is whether an action maybe maintained against a foreign insurance company and its employee, or either of them, in the county where the insurance company maintains its principal office when the insurance company has not filed with the secretary of state a designation of a registered office and registered agent, and the codefendant employee resides in a county other than that in which the suit is brought.

The relator Leonard A. Stamm sued William Moore and The Equitable Life Assurance Society of The United States jointly in the Circuit Court of the City of St. Louis to recover damages arising out of an automobile collision. An agreed statement of facts stipulates that the accident occurred in the City of St. Louis where Stamm lived; that the insurance company, a New York corporation, maintains an office for the transaction of its business in the City of St. Louis which is its divisional office for Missouri and twelve other states; that summons was first served upon the insurance company by the sheriff of the City of St. Louis in that city, but subsequently the insurance company was summoned by the service of process upon the superintendent of insurance in Cole County; that the defendant Moore, alleged to be an employee and servant of the insurance company, was served with summons in the County of St. Louis, his place of residence, and that the defendant insurance company had not designated a registered office in Missouri pursuant to § 351.620 or § 351.370, RSMo 1949, V.A.M.S.

The defendants Moore and the insurance company appeared specially and each filed a separate motion to quash the summons and the return of service. The motions were heard and sustained by the respondent circuit judge at which time the court stated: “Ruling is based on case of State ex rel. v. James, 265 S.W.2d 298.” In the oral argument, counsel for respondents conceded that, if the decision in the James case does not apply, the venue is properly in the City of St. Louis.

State ex rel. Whiteman v. James, 364 Mo. 589, 265 S.W.2d 298, 300, involved a casualty which occurred in Holt County. The plaintiff was a resident of Jackson County. The corporate defendant was a foreign corporation engaged in the baking business and licensed to do business in Missouri with its registered office and agent in the City of St. Louis, but it also maintained an office and transacted business in Jackson County. The individual defendant, alleged to be an agent and servant of the corporate defendant, resided in Andrew County. The suit was filed in Jackson County against the corporate and individual defendants. The corporate defendant was served with summons at its place of business in Jackson County and also upon its registered agent at the registered office in the City of St. Louis. The individual defendant was served in Andrew County, the place of his residence. On motion by the defendants, the action was ordered abated for want of proper venue in Jackson County. This court en banc sustained the ruling of the circuit court and held that venue was one of the purposes within the purview of the last sentence of § 351.375 subd. 4, RSMo 1949, V.A.M.S., which provides that the “location or residence of any corporation shall be deemed for all purposes to be in the county where its registered office is maintained” and that the action joining both defendants could only be brought in the City of St. Louis, “the legal residence” of the cor[633]*633porate defendant or in Andrew County where the individual defendant resided.

The General and Business Corporation Act of Missouri requires the corporations to which it applies to have and maintain in Missouri a registered office and a registered agent. It also provides how and when a corporation shall change its registered agent or the address of its registered office and specifies the capacity of the registered agent especially as regards service of process. Sections 351.370, 351.375 and 351.380 of the Act govern domestic corporations in this regard, and §§ 351.620, 351.-625 and 351.630 apply to foreign corporations. But insurance companies are not within the purview of these statutes because they are among the corporations specifically excepted by these provisions of § 351.690: “The provisions of this chapter shall be applicable to existing corporations as follows:

“(1) Those provisions of this law requiring report, registration statements, antitrust affidavits, and the payment of taxes and fees, shall be applicable, to the same extent and with the same effect, to all existing corporations, domestic and foreign, which were required to make such reports, registration statements and antitrust affidavits, and to pay such taxes and fees, prior to the enactment of this law;

“(2) No provisions of this law, other than those mentioned in subdivision (1), shall be applicable to banks, trust companies, insurance companies, building and loan associations, savings bank and safe deposit companies, mortgage loan companies, and nonprofit corporations; * * Emphasis added.

The matters referred to in § 351.690(1) are the annual reports, statements and affidavits contemplated by § 351.120 through § 351.155 and not the provisions relating to registered offices and registered agents. The title of the Act also states that insurance companies are among the corporations generally excepted. See Laws 1943, p. 410, and Volume 17, V.A.M.S., p. 329.

The statutes under which insurance companies are organized and regulated are Chapters 374 through 381. Section 375.210 requires insurance companies to execute a power of attorney appointing the superintendent of insurance as its agent to receive service of all lawful process. The statutes relating to the organization and regulation of various kinds of insurance companies are frequently said to comprise a complete code and the exception of insurance companies from the operation of The General and Business Corporation Act is in keeping with the public policy of the state as expressed in statutes and the decisions of this court. See Barker v. Leggett, Mo., 295 S.W.2d 836, 840 [2].

Since foreign insurance corporations are not required to designate a registered office and registered agent under 'the general corporation laws, the construction placed upon § 351.375 subd. 4 by State ex rel. Whiteman v. James, supra, has no application in the present case. There is at least one other cogent reason why State ex rel. Whiteman v. James is not decisive of this case.

Section 351.375 applies to foreign corporations only to the extent that § 351.625 incorporates it by reference, and the last sentence of § 351.375 which was the basis of the James decision is not properly in-cludable in the reference. Section 351.625 which contains the reference to § 351.375 reads as follows:

“A foreign corporation may from time to time change the address of its registered office. A foreign corporation shall change its registered agent if the office of registered agent shall become vacant for any reason, or if its registered agent becomes disqualified or incapacitated to act, or if it revokes the appointment of its registered agent.

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State Ex Rel. Stamm v. Mayfield
340 S.W.2d 631 (Supreme Court of Missouri, 1960)

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340 S.W.2d 631, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-ex-rel-stamm-v-mayfield-mo-1960.