company and clothed with power as an agent of the company to so represent it. His agency might be sufficient in such event, although he was not a resident of the state. It is also true that the agent in that case was an agent with power to make contracts of "We find nothing in this provision either insurance in behalf of the corporation in unreasonable in itself or in conflict with that state, and from that fact, in connection any principle of public law. It cannot be with the statute, the court inferred the furdeemed unreasonable that the state of Ohio ther fact of an implied power to receive servshould endeavor to secure to its citizens a ice of process in behalf of the corporation. remedy, in their domestic forum, upon this The agent had not, so far as the case shows, important class of contracts made and to be received any express authority from the comperformed within that state and fully sub-pany to receive service of process. The court ject to its laws; nor that proper means does not hold, nor is it intimated, that none should be used to compel foreign corporations but an agent who has authority to make contransacting this business of insurance with-tracts of insurance in behalf of the company in the state for their benefit and profit, to could be held to represent it for the purpose answer there for the breach of their con- of service of process upon it. It is a questracts of insurance there made and to be per- tion simply whether a power to receive servformed. Nor do we think the means adopt-ice of process can reasonably and fairly be ed to effect this object are open to the ob- implied from the kind and character of[615] jection that it is an attempt improperly to agent employed. And while the court held extend the jurisdiction of the state beyond that an agent with power to contract was, its own limits to a person in another state. in legal contemplation, clothed with power Process can be served on a corporation only to receive notice for and on behalf of the corby making service thereof on some one or poration as effectually as if he were desigmore of its agents. The law may, and or-nated in the charter as the officer upon whom dinarily does, designate the agent or officer process was to be served, we think it is not on whom process is to be served. For the an unnatural or an improper inference, from purpose of receiving such service and being the facts in the case at bar, to infer a power bound by it, the corporation is identified with such agent or officer. The corporate power to receive and act on such service, so far as to make it known to the corporation, is thus vested in such officer or agent. Now, when this corporation sent its agent into terial that the officers of the corporation Ohio, with authority to make contracts of deny that the agent was expressly given such insurance there, the corporation must be power, or assert that it was withheld from taken to assent to the condition upon which him. The question turns upon the charac[614]alone such business could be there trans-ter of the agent, whether he is such that the acted by them; that condition being that an agent to make contracts should also be the agent of the corporation to receive service of process in suits on such contracts; and in legal contemplation the appointment This case is unlike that of St. Clair v. Cox, of such an agent clothed him with power to receive notice for and on behalf of the cor- 106 U. S. 350 [27: 103]. There the record poration as effectually as if he were desig- of the judgment, which was held to have been nated in the charter as the officer on whom properly excluded, did not (and there is no process was to be served; or as if he had re-evidence which did) show that the corporaceived from the president and directors a power of attorney to that effect. The process was served within the limits and jurisdiction of Ohio, upon a person qualified by law to represent the corporation there in respect to such service; and notice to him was notice to the corporation which he there represented and for whom he was empowered principal. In a suit commenced in Ohio | provided he was in the state representing the to take notice." The act did not provide for an express consent to receive such service, on the part of the company. The consent was implied because of the company entering the state and doing business therein subject to the provisions of the act. It is true that in the above case the person upon whom service of process was made is stated to have been a resident agent of the company; but the mere fact of residence is not material (other things being sufficient), on the part of this agent, thus sent into the In such case it is not ma law will imply the power and impute the au- tion was doing business in the state at the "It is sufficient to observe that we are of opinion that when service is made within the state upon an agent of a foreign corporation, it is essential, in order to support the jurisdiction of the court to render a personal judgment, that it should appear somewhere in the record-either in the application for the writ, or accompanying its service, or in the pleadings or in the finding of the court that the corporation was engaged in busi'ness in the state. The transaction of .busi ness by the corporation in the state, generally or specially, appearing, and a certificate [616]of service of process by the proper officer on a person who is its agent there, would, in our opinion, be sufficient prima facie evidence that the agent represented the company in the business. It would then be open, when the record is offered as evidence in another state, to show that the agent stood in no representative character to the company, that his duties were limited to those of a subordinate employee or to a particular transaction, or that his agency had ceased when the matter in suit arose.' It was held in Pennoyer v. Neff, 95 U. S. 714 [24: 565], that a service by publication in an action in personam against an individual, where the defendant was a nonresident and had no property within the state, and the suit was brought simply to determine his personal rights and obligations, was ineffectual for any purpose. The case has no bearing upon the question here presented. In Mexican Central Railway Co. v. Pink- courts, confer jurisdiction as in case of a gen- In Maxwell v. Atchison, T. & S. F. Railroad The case does not hold that a foreign cor-—especially where the cause of action in the "In the state where a corporation is formed, it is not difficult to ascertain who are authorized to represent and act for it. Its charter or the statutes of the state will indicate in whose hands the control and management of its affairs are placed. Directors are readily found, as also the officers appointed by them to manage its business. But the moment the boundary of the state is passed, difficulties arise; it is not so easy to determine who represents the corporation there, and under what circumstances service on them will bind it." This language does not confine the service to an agent who has been expressly authorized to receive service of process upon him in behalf of the foreign corporation. If that were true, it would be easy enough to determine whether the person represented the cor[617]poration, as, unless he had been so author case arose within the state of Kansas; and In United States v. American Bell Telephone Company, 29 Fed. Rep. 17, Judge Jackson stated the three conditions necessary to give a court jurisdiction in personam over a foreign corporation: First, it must appear that the corporation was carrying on its business in the state where process was served on its agent; second, that the business was transacted or managed by some agent or offcer appointed by or representing the corporation in such state; third, the existence of some local law making such corporation amenable to suit there as a condition, express or implied, of doing business in the state. In this case the company was doing busiized, he would not be its agent in that mat-ness in the state. The agent was in the ter. In the absence of any express author- state under the authority and by the apity, the question depends upon a review of pointinent of the company. He was authorthe surrounding facts and upon the infer-ized to inquire into and compromise the parences which the court might properly draw from them. If it appear that there is a law of the state in respect to the service of process on foreign corporations, and that the character of the agency is such as to render it fair, reasonable, and just to imply an authority on the part of the agent to receive service, the law will and ought to draw such an inference and to imply such authority, and service under such circumstances and upon an agent of that character would be sufficient. ticular matters in dispute between the corporation and the policy holder, and he was no mere special employee engaged by the company for this particular purpose. And there was a local law, that of 1887, providing for service. It has been recently held in this court, that as to a circuit court of the United States, where a corporation is doing business in a state other than the one of its incorporation, service may sometimes be made upon its regularly appointed agents there, even in the absence of a state statute conferring such 172 U. S. authority. Barrow Steamship Co. v. Kane, | sibility." The court in view of these facts Although the legislature by the act of 1875 provided for service of process upon a particular person-the secretary of state-in behalf of a foreign corporation, and the com pany had, pursuant to the provisions of the act, duly appointed that officer its agent to receive process for it, nevertheless the legislature provided by law in 1887 for service upon other agents, and the company continued thereafter to do business in the state. Continuing to do business, the company impliedly assented to the terms of that statute, at least to the extent of consenting to the [619]service of process upon an *agent so far representative in character that the law would imply authority on his part to receive such service within the State. Merchants' Manufacturing Co. v. Grand Trunk Railway Co. 13 Fed. Rep. 358-359. When the service of which plaintiff in error complains was made, the act of 1875 had been repealed by chapter 160 of the Laws of 1895, and the company had never appointed an agent under chapter 166 of the laws of that year. There was, therefore, no one upon whom process could be served in behalf of the company, excepting under the act of 1887, unless the plaintiff in error be right in the claim that, by appointing the secretary of state its agent to receive process under the act of 1875, a contract was created and the secretary of state remained such agent, notwithstanding subsequent statutes regulating the subject or even repealing the act. We will refer to that claim hereafter. If by the statute of the state provision were made for the appointment of an agent by the company, upon whom process might be served, and the company had appointed such an agent, and there was no other statute authorizing service of process upon an agent of the company other than the one so appointed, we do not say that service upon any other agent of the company would be good. This is not such a case, and the question is not here open for discussion. A vast mass of business is now done throughout the country by corporations which are chartered by states other than those in which they are transacting part of their business, and justice requires that some fair and reasonable means should exist for bringing such corporations within the jurisdiction of the courts of the state where the business was done out of which the dispute arises. It was well said in Baltimore & O. Railroad Company v. Harris, 12 Wall. 65, at 83 [20: 354, at 359], by Mr. Justice Swayne, in speaking for the court, in regard to service on an agent, that: "When this suit was commenced, if the theory maintained by counsel for the plaintiff in error be correct, however large or small the cause of action, and whether it were a proper one for legal or equitable cognizance, there could be no legal redress short of the seat of the company in [620]another state. In many instances the cost of the remedy would have largely exceeded the value of its fruits. In suits local in their character, both at law and in equity, there could be no relief. The result would be, to a large extent, immunity from all legal respon In holding the service of process upon this particular agent sufficient in this instance and so far as the character of the agent is concerned, we do not, as we have already intimated, hold that service upon any agent mentioned in the act of 1887 would be good. That question is not before us. Upon the question relative to the alleged creation of a contract between the state and the company, by the appointment of the secretary of state as its agent under the act of 1875 to receive process for it, we have no doubt. The act of 1875 stated the term upon compliance with which a foreign corporation should be permitted to do business within the state of Tennessee. There was, however, no contract that those conditions should never be altered, and when, pursuant to the provi sions of the act of 1875, this power of attorney was given by the corporation, the state did not thereby contract that during all of the period within which the company might do business within that state no alteration or modification should be made regarding the conditions as to the service of process upon the company. When, therefore, in 1887 the legislature passed another act, and therein provided for the service of process, no contract between the state and the corporation was violated thereby, or any of its obligations in any wise impaired, for the reason that no contract had ever existed. Instead of a contract, it was a mere license given by the state to a foreign corporation to do business within its limits upon complying with the rules and regulations provided for by law. That law the state was entirely competent to change at any time by a subsequent statute without being amenable to the charge that such subsequent statute impaired the obligation of a contract between the state and the foreign corporation doing business within its borders under the former act. *Statutes of this kind reflect and execute[621] the general policy of the state upon matters of public interest, and each subsequent legislature has equal power to legislate upon the same subject. The legislature has power at any time to repeal or modify the act granting such permission, making proper provision when necessary in regard to the rights of property of the company already acquired, and protecting such rights from any illegal interference or injury. Douglas v. Kentucky, 168 U. S. 488 [42: 553]. The cases showing the right of a state to grant or refuse permission to a foreign corporation of this kind to do business within its limits are collected in Hooper v. California, 155 U. S. 648, at 652 [39: 297, at 299, 5 Inters. Com. Rep. 610]. Having the right to impose such terms as it may see fit upon a corporation of this kind as a condition upon which it will permit the corporation to do business within its borders, the state is not thereafter and perpetually confined to those conditions which it made at the time that a foreign corporation may have availed itself of the right given by the state, but it may alter them at its pleasure. In all such cases there can be no contract spring. ing from a compliance with the terms of the act, and no irrepealable law, because they are what is termed "governmental subjects," and hence within the category which permits the legislature of a state to legislate upon those subjects from time to time as the public interests may seem to it to require. As these statutes involve public interests, legislation regarding them are necessarily public laws, and as stated in Newton v. Commissioners, 100 U. S. 548, at 559 [25: 710, at 711]. 2. 1890, as amended by 32 of the act of July 24, 1897. Imported woven fabrics composed of silk and cotton are subject to an ad valorem duty; or to a duty based upon or regulated in some manner by the value thereof. The additional duty of 1 per centum of the total appraised value of such merchandise for each 1 per centum that such appraised value exceeds the value declared in the entry accrued on such articles when undervalued in the invoice according to the provisions of § 7 of the act of June 10, 1890, as amended by 32 of the act of July 24, 1897. [No. 341.] Argued January 11, 1899. Decided January 30, 1899. N CERTIFICATE O`States Circuit Court of Appeals for the Second Circuit certifying certain questions of law to this court on an appeal to that court from a judgment of the Circuit Court of the United States for the Southern District of New York affirming the decision of decision of the collector that certain goods the board of general appraisers affirming the imported by Frederich Hoeninghaus et al. "Every succeeding legislature possesses the same jurisdiction and power with respect to them as its predecessors. The latter have the same power of repeal and modification which the former had of enactment, neither more nor less. All occupy, in this respect, a footing of perfect equality. This must necessarily be so in the nature of things. It is vital to the public welfare that each one should be able at all times to do whatever the varying circumstances and present exigencies touching the subject involved may require. A different result would be fraught [622] *The same principle is found in the follow-were subject to the additional duty imposed ing cases: Northwestern Fertilizing Company v. Hyde Park, 97 U. S. 659 [24: 1036]; Butchers' Union S. H. & L. S. L. Company v. Crescent City L. S. L. & S. H. Co. 111 U. S. 746 [28: 585]; Boyd v. Alabama, 94 U. S. 645 [24: 302]; Douglas v. Kentucky, 168 U. S. 488 [42: 553]. with evil." When the legislature of Tennessee, therefore, permitted the company to do business within its state on appointing an agent therein upon whom process might be served, and when in pursuance of such provisions the company entered the state and appointed the agent, no contract was thereby created which would prevent the state from thereafter passing another statute in regard to service of process, and making such statute applicable to a company already doing business in the state. In other words, no contract was created by the fact that the company availed itself of the permission to do business within the state under the provisions of the act of 1875. Upon the case as presented in this record, we are of opinion that the service upon the person in question was a good service in behalf of the corporation. The judgment of the Supreme Court of Tennessee is therefore affirmed. under 7 of the act of June 10, 1890, as amended by 32 of the act of July 24, 1897. Questions answered in the affirmative. Statement by Mr. Justice Shiras: *On September 15, 1897, Frederich Hoen-[623] inghaus and Henry W. Curtiss imported, at the port of New York, certain woven fabrics in the piece, composed of silk and cotton. Such fabrics were provided for in paragraph 387, schedule d of the tariff act of July 24, 1897, which contains an elaborate scheme of specific duties for goods of this character, the rates, varying from 50 cents to $4.50 per pound, depending upon the weight of the fabric, the percentage of silk contained in it, its color, its mode of manufacture, etc.; and concludes with a provision which reads as follows: "But in no case shall any of the foregoing fabrics in this paragraph pay a less rate of duty than 50 per centum ad valorem." The appraiser returned the merchandise as manufactures of silk and cotton in the gum,-silk under 20 per cent; and the collector assessed upon the merchandise a duty of 50 cents a pound, under the paragraph above mentioned. On the last item of the invoice the appraiser increased the valuation made in the invoice to make market value, Mr. Justice Harlan did not sit in and took thus making the appraised value exceed the no part in the decision of this case. FREDERICH HOENINGHAUS et al., Appts., v. UNITED STATES. (See S. C. Reporter's ed. 622-630.) 1. value thereof declared in the entry. There upon the collector levied an additional duty of 1 per centum of the total appraised value for each 1 per centum that said appraised value exceeded the value declared on said item in the entry, under the provisions of section 32 of the act of July 24, 1897, which is in the following terms: "That the owner, consignee, or agent of any imported merchandise which has been ac tually purchased, may, at the time when he shall make and verify his written entry of such merchandise, but not afterwards, make by the Secretary of the Treasury. The duty Thereupon the importers filed a protest, The board of general appraisers, under the provisions of section 14 of the act of June 10, 1890, affirmed the decision of the collector, and held that such goods were properly subject to the additional duty imposed under section 7 of the act of June 10, 1890, as amended by section 32 of the tariff act of July 24, 1897. From this decision of the board of general appraisers the importers appealed to the circuit court of the United States for the southern district of New York, and after, in pursuance of an order of said court, the board of general appraisers had made a return of the record and proceedings before them, that court affirmed the decision of the board of general appraisers. From the judgment of the circuit court an appeal was taken to the circuit court of appeals for the second circuit; and that court thereupon certified to this court the following questions of law: such addition to the entry to the cost or value given in the invoice or pro forma invoice or statement in form of an invoice, which he shall produce with his entry, as in his opinion may raise the same to the actual market value or wholesale price of such merchandise at the time of exportation to the United States in the principal markets of the country from which the same has been imported; but no such addition shall be [624]made upon entry to the *invoice value of any imported merchandise obtained otherwise than by actual purchase; and the collector within whose district any merchandise may be imported or entered, whether the same has been actually purchased or procured otherwise than by purchase, shall cause the actual market value or wholesale price of such merchandise to be appraised; and if the appraised value of any article of imported merchandise subject to an ad valorem duty, or to a duty based upon or regulated in any manner by the value thereof, shall exceed the value declared in the entry, there shall be levied, collected, and paid, in addition to the duties imposed by law on such merchandise, an additional duty of one per centum of the total appraised value thereof for each one per centum that such appraised value exceeds the value declared in the entry, but the additional duties only apply to the particular article or articles in each invoice that are so undervalued, and shall be limited to fifty per centum of the appraised value of such article or articles. Such addi- "First. Under the provisions of paragraph tional duties shall not be construed to be 387 of the act of July 24, 1897, and section penal, and shall not be remitted, nor pay-7 of the act of June 10, 1890, as amended by ment thereof in any way avoided, except in cases arising from a manifest clerical error, nor shall they be refunded in case of expor tation of the merchandise, or on any other account, nor shall they be subject to the benefit of drawback: Provided, that if the ap- "Second. Did the additional duty of one praised value of any merchandise shall ex-per centum of the total appraised value of ceed the value declared in the entry by more said merchandise for each one per centum than fifty per centum, except when arising that such appraised value exceeded the value from a manifest clerical error, such entry declared in the entry, as applied to the par-[626] shall be held to be presumptively fraudulent ticular article in said invoice undervalued and the collector of customs shall seize such as aforesaid, accrue according to the provimerchandise and proceed as in case of for- sions of section 7 of the act of June 10, 1890, feiture for violation of the customs laws, and as amended by section 32 of the act of July in any legal proceeding that may result from 24, 1897." such seizure the undervaluation as shown by the appraisal shall be presumptive evidence of fraud, and the burden of proof shall be on the claimant to rebut the same, and forfeiture shall be adjudged unless he shall re-al, for appellee. but such presumption of fraudulent intent by sufficient evidence. The forfeiture pro- *Mr. Justice Shiras delivered the opin-[626] vided for in this section shall apply to the ion of the court: section 32 of the act of July 24, 1897, was Messrs. W. Wickham Smith and Mr. John K. Richards, Solicitor Gener whole of the merchandise or the value there- The tariff legislation in question recogof in the case or package containing the par-nizes three classes of merchandise subject to ticular article or articles in each invoice duty. One is where the duties are purely which are undervalued: Provided, further, specific, another where the duties are wholly [625]that all additional duties, *penalties, or for-based on valuation, and the third where the feitures, applicable to merchandise entered duties are "regulated in any manner by the by a duly certified invoice, shall be alike ap-value thereof." plicable to merchandise entered by a pro All importations of merchandise must be U. S., Book 43. |