22 HARVARD LAW REVIEW. properly be deemed representatives of the corporation,^ and the Supreme Court of Mississippi therefore has missed the real point on which the question of jurisdiction in such cases turns. • It is not the purpose of this article to attempt to reach definite conclusions. It must suffice to call attention to the principles and to refer to the judicial opinions on both sides, and it rn^y be added that Mr. Thompson, in his work on Corporations, reaches the con- clusion that although judicial opinion has not been uniform, yet the weight of authority is that, in the absence of statutes enlarg- ing the jurisdiction of domestic tribunals, a foreign corporation cannot be sued for torts committed in a foreign State, and that the general rule, when not changed by statute, is that foreign cor- porations are suable in domestic tribunals only upon causes of action arising within the domestic jurisdiction.^ Whatever may be the true rule with respect to actions of tort and other merely transitory actions, there is no doubt that there are questions relating to a foreign corporation with which the courts of a State will refuse to deal. It is true, as was said by Wells, J., speaking for the Supreme Judicial Court of Massachusetts in 1867,^ that the service of process on a foreign corporation can have no greater effect than a waiver of service, nor remove objec- tions to the jurisdiction on the ground of the subject-matter of the controversy, nor obliterate the fact of the non-resident char- acter of the defendant. While ordinary actions are transitory in their nature, there are, as he said, liabilities of local concern which the tribunals of other States will not enforce; as, for example, liabilities under the usury laws or penal statutes, or liabilities of a penal character of officers or directors of corporations for corpo- rate debts ; * and he held in that case that a court of equity would not entertain a bill brought by a citizen of Alabama, seeking to restore him to his rights under a policy of insurance in a mutual 1 St Clair v. Cox, 106 U. S. 350-356; U. S. v. Telephone Co., 29 Fed. Rep. 17 ; Mulhearn v. Press Pub. Co., 53 N. J. L. 150. See Mackereth v. Glasgow, etc. Ry. Co., L. R. 8 Ex. 149, where the ticket agent of a foreign railway company was held not to be a head officer or clerk on whom process could be served in England. 2 6 Thomp., Corp., §§ 8007, 8008. See also i Rawle's Bouvier's Law Diet., p. 817 tit. " Foreign Corporation," where the authorities on this whole subject are collected. 3 Smith V. Mutual Life Ins. Co., 14 Allen, 336.
- Gale V. Eastman, 7 Met. 14; Campbell v. Sheldon, 13 Pick. 8 ; Campbell v. Wal-
lace, ID Gray, 162; Halsey v. McLean, 12 Allen, 438; Derrickson v. Smith, 27 N. J. Law, 166. (The decision in Huntington v. Attrell, 146 U. S. 697, was that the liability was not of a penal character^
