88o HARVARD LAW REVIEW state. It may impose as a condition precedent the filing of a con- sent to service of process in a designated manner. If a foreign corporation actually files such a consent it is bound thereby.^ Not infrequently it happens that a foreign corporation does business in a state without having filed consent to any form of service of process. The statute may not require the filing of any consent, but may simply provide that if a corporation does business within the state, service may be made upon one of its ofiicers or agents within the state, or upon a public officer of the state. Or the statute may require the filing of a consent, but the corporation may have neglected to comply with the statute .^^ In such cases, where the corporation has not expressly assented to the jurisdiction of the state and of the courts of the state, three possible founda- tions for] jurisdiction have been suggested: (i) that the corpora- tion has given an "implied" consent to the jurisdiction; (2) that the corporation is present and is found within the state; and (3) that on principles of justice, if a corporation voluntarily does busi- ness within the state, it is bound by the reasonable regulations by the state of that business.'^ I. In the leading case of Lafayette Insurance Co. v. French* jurisdiction is rested upon the theory of "implied" consent. Mr. Justice Curtis said : ^^ "A corporation created by Indiana can transact business in Ohio only with the consent, express or implied, of the latter State. 13 Pet.
- The decisions on this point are numberless. See Beale, Foreign Corporations,
Chaps. VII, XI; Henderson, Position of Foreign Corporations in American Constitutional Law, Chap. V. But a foreign corporation is not bound by its consent to conditions which are so outrageously unreasonable as to amount to a deprivation of property without due process of law. "A state may not say to a foreign corporation, you may do business within our borders if you permit your property to be taken without due process of law." Baltic Mining Co. v. Massachusetts, 231 U. S. 68, 83 (1913). It is conceived therefore that if the corporation should agree to be bound by a judgment rendered without any service of process, or after service by a method which would have no tendency to give notice of the action to the corporation or an opportunity to be heard, it would not be boimd. See note ^5, supra, and note 50, infra. ^ For a summary of the statutes of the several states, see the Report of the Com- missioner of Corporations on State Laws concerning Foreign Corporations, 191 5, 34-41. ^ A corporation, it seems clear, is domiciled only in the state creating it. Hence jurisdiction over a foreign corporation cannot be based upon domicile. « 18 How. (U. S.) 404 (1855). <8 Pages 407, 408.
