Delaware gazette and state journal. (Wilmington, Del.) 1883-1902, 1897-07-29
SERIOUS STATE OF AFFAIRS
Caused BY an Act Passed Re-
Gently by Legislature.
CONCERNS FOREIGN COMPANIES
Requires Them to Establish
Agencies Hero.


The Legislature at its last session
passed IAN Act in Relation to Foreign
Corporations, which requires all such
corporations to file with tha prothono.
tary of each county a certificate "dssig.
mating the name of some person or
agent within the State upon whom ser
vice or process may be made :" This
was thought at the time to be good
law, as its object was to force foreign
tcorporations. to defend in this State the |
Contracts they make hero. BY having |
1an agent here upon whom process might |
kbe served 1t male it easier for person |
$aggrieved against the company 10 bring |
8suit; for Without such agent in this |
&State the aggrieved party would have
to seek satisfaction in the residence. of |
\ the corporation which would generally |
prove an expensive proceeding. Two
classes of corporations were aimed at
\ particularly by the act. One OF these
was the agricultural implement makers
who would sell goods through the State
on years guaranty against structural
defects, but ii the implements turned
out badly the only redress for the
farmer was 10 bring suit in the State
OF the corporation, which was generally
a Western company. Under the new
law such company must have an agent
here against whom process may be
made, and thus suits can be brought
4 here and the company must defend
\ them here. Another class.o corpora
4 tions WAS the life insurance companies
which required that notice as to death
be FLED within limited time OF the
death OF the poliGyholGer and in many
policies requireh that such notice be
4 sent TO the home office. Now such
n notice may he given to the agent here.
N While such corporations IA these are.
q looked upon as tine immediate cause for
Y the passage OF the act, all foreign cor
4 po.ations who shall engage in, prose-
cute or transact any business of any
kind within the limits of this State, on
or after the first day of JUNE, A. D.,
1897" are required to file the certifi.
cate as already mentioned; and for fail
ure to 10 SO, are under the act, guilty
of a misdemeanor and upon conviction
thereof are liable to fine of not less
than 5000 nor more than $500 for each
and every offence. The act further p o.
vides that ANY agent Of any foreign
corporation that shall transact any bus
mess within the limits Of thistEtata for
any foreign corporation before suetrefofs
sign corporation has complied with all
of the provisions of this act shall be
guilty of misdemeanor, and upon con.
yiction thereof snail be fined not less
than 500 nor more than $500 for each
and every offence.
The act was passed May 18th, but
it was near the first OF June before its
existence began to be generally known
through the issuance by Prothonotary
Victor D. Woolley of notices concerning
il. Since he sent out copies of the law
H.. O.. fsfNFae
doing business here, Mr. Woolley has
received numerous letters some object
IN ing to the act. For instance, a large
bicycle concern claimed that it did not
come under the operations of the act
because 1T sold wheels direct to dealer
1here for cash. But Mr.. Woolley holds
M.that the company undoubtedly comes
EIpnder the act, for every purchaser oi
Epne OF the bicycles receives guaranty
M&rom the company against structural
#<lefecis 1t ia likely that for it's failure
y I'd comply with the law Prothonotary
Noulles will draw the attention OF AT
torney General White to the violation.
sS This Okie Ink Go. OF Philadelphia al
first refused TO file certificate but
afterwards said there was little doubt
.N about the law and it gave the henefi
of the doubt to Delaware, together
with the 81 fee which is charged for re
cording tho certificate.
The Standard Fashion Co. at first re
fused TO comply with the act but after
wards appointed an agent here.
S Prothonotary Wooley says that somi
al think the act applies simply to corpora
~ gtions having local agencies, bu
VI nowhere in the law is there any refer
m suce to corporations doing business
M through local agencies, but ON the con
trary saws "husiness of any kind. ,
Sk The foe OF ST is charged for filing. bu
"A this is in Mr.. Woolley's opinion, n
M tax. Although he believes the inten
of the act simply to be to apply to thos
a foreign corporations selling here, yet b
holds that the language Of the act Ger
tainly covers all, whether buyers o
I'm sellers. And it is on this punt tina
lSthe act seems to 60 even farther tha
Nswas intended, and for which it is likel
NO be very unpopular among local busi
mess men. This is because ii is held
apply TO foreign corporations who bu
Moods in Delaware, although that b
Nfbe only business they may do here
EDne of the corporations who come Ut
{ler this head is the Delaware Rive
Iron Shipbulding and Engine Work
of Chester, and its feeling on the mai
INH,*f&VT ib ON pIbHbou III buD iSbte
n! ~ the James Bradford Co. of this city
lH Chester, Pa, July 23d. ls97-Janes Brat
fprd ompany-Gentlemen: We have bee
Htryed with a notice by Victor b. Woolle,
N&frothonotary of the Superior Court Of Dell
iWAre, that we, as a foreign corporation ca
8Not legally prosecute or transact any bus
ness OF any kind within :he limits of tt
NAftate of Delaware, without first filing ce
Hillcate under its corporate seal and the har
M of its president or bead officer. attested
W1its secretary, in the Office of the prothon
4ftary or the Superior Court of the State
NNDelaware in each of the counties of th
#ftate. designating the name and residen
# of some person or agent within this Stat
W upon whom service or process may
& made" This we do not propose to do az
M we inclosc a cony of letter we have tn
sN day mailed TO MIR. Woolley on the subjet
& The mere purchase of goods by us IN Lel
& ware is made a misdemeanor by the Ia,
& with heavy penalties, and we think u
W simplest way to avoid trouble, II the law
# intended to be enforced, will be to do
M business in the State.
M Yours, truly,
M The Delaware River Iron Shipbuilding al
Engine Works.
William Parker, Treasurer.
In his letter to Prothonotary Woolls
M Mr.. Parker. after referring to the moi
M tcation received. says:
You inform us that we "have not col
piled with this law, and are now officially