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authority may be inferred, is not good service. Erie R. Co. v. Van Allen, 69 Atl. Rep., 484.

Service is complete if a copy of the summons is left at the office of a division superintendent with the chief clerk. Hygea Brewing Co. v. Erie Ry. Co., 69 Atl. Rep., 981.

A corporation is bound by service on its agent at any time before the suitor has notice of the determination of the agency. Capen v. The Pacific Mut. Ins. Co., 25 N. J. Law, 67.

When the object of a bill is to affect property outside of the state owned by a foreign corporation, and when the defendant is not a resident or citizen of the state and has not subjected itself to the jurisdiction of the state, the court can acquire jurisdiction only by service of process within the state or by voluntary appearance of defendant. Wilson v. Am. Palace Car Co., 65 N. J. Eq., 730; reversing 64 N. J. Eq., 534; Minnesota v. Northern Securities Co., 184 U. S., 199.

In Brush Creek Coal & M. Co. v. Morgan-Gardner Electric Co., 136 Fed. Rep., 505, it was held that service of process on a general officer of a corporation who was voluntarily in the state to attempt an adjustment of the difference in question was valid service. The case of St. Clair v. Cox, 106 U. S., 350, is discussed.

Where the cause of action arises in this state, while the corporation was transacting business under the statutory license, a Court of Chancery may acquire jurisdiction by service of process on the designated agent whether the corporation is actually engaged in business in the state at the time of service or not. Groel v. United Electric Company, 69 N. J. Eq., 397.

Service of summons in Small Cause Court. Roake v. Penna. R. R. Co., 70 N. J. Law, 494.

Jurisdiction over a foreign corporation may be acquired by substituted service. McCarter v. Pitman, Glassboro & Clayton Gas Co., 69 Atl. Rep., 211.

As to the service of prerogative writs against foreign corporations, see Sections 102 and 103.

89. When defendant in court.

When the sheriff or other officer shall return such summons "served" or "summoned," the defendant shall be considered as appearing in court, and may be proceeded against accordingly.

Act of 1875, §89.

Where a sheriff, in making his return, added other words in the statutory indorsement "served," such words were held to be surplusage. Norton v. Berlin Iron Bridge Co., 51 N. J. Law, 442.

90. Proceedings when summons not served.

In case the sheriff or other officer shall return a summons, issued against any corporation of this state, "not served" or "not summoned," and an affidavit shall be made to the satisfaction of the court that process cannot be served upon it, the court shall make an order directing the defendant to cause its appearance to be entered to the action, on a day to be specified in the order, a copy of which order shall be inserted in one of the newspapers published in this state, for at least three weeks, once in each week, and a copy thereof shall also be posted in three public places in this state, as shall be ordered by the court, for at least three weeks, and if the defendant shall not appear within the time limited by the order, or within such further time as the court shall limit, then, on proof of the publication and posting of the order, the court shall order the clerk to enter appearance for the defendant, and thereupon the action shall proceed as if the defendant had entered its appearance to the action.

Act of 1875, $90.

91. Corporation not to convey property after order for publication made, until plaintiffs claim satisfied or judgment entered for defendant.

No corporation against which an order for order publication shall be made, as aforesaid, shall grant, bargain, sell, alien or convey any lands, tenements or real estate in this state (in case the said summons issued out of the supreme court), or in the county in which the said summons shall have been issued (in case the said summons issued out of the circuit court or the court of common pleas), of which it shall be seized or entitled to at the time of making such order,

until the plaintiff in the action shall be satisfied his legal demand, or until judgment shall be entered for the defendants; and the said action shall be and remain a lien on such lands, tenements and real estate, from the time of entering the said order for publication in the minutes of the court, and the said lands, tenements and real estate shall and may be sold on execution, as if no conveyance had been made by the said corporation.

Act of 1875, $91.

IX.-Remedies Against Officers and Stockholders.

92. Action for liability imposed by act; remedy in chancery.

When the officers, directors or stockholders of any corporation shall be liable to pay the debts of the corporation, or any part thereof, any person to whom they are liable may have an action against any one or more of them; and the declaration shall state the claim against the corporation, and the ground on which the plaintiff expects to charge the defendants personally; or the person to whom they are liable may have his remedy by bill in chancery.

P. L. 1846, pp. 70-71; P. L. 1849, p. 307; Act of 1875, §§93-94.

Sections 92 and 94 relate to cases where officers, directors or stockholders are made specifically liable by the provisions of the act for the payment of the debts of the company, and provide in such cases for actions by the creditor. See Section 52. An action against stockholders to enforce payment of subscriptions for stock must be by general creditors' bill for the benefit of all. Wetherbee v. Baker, 35 N. J. Eq., 501, 505. See also Clevenger v. Moore, 71 N. J.

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Waters v. Quimby is an action under these sections. 27 N. J. Law, 296; aff'd 28 Id., 533.

93. Stockholders, etc., who pay company's debts may

recover.

Any officer, director or stockholder who shall pay any debt of a corporation for which he is made liable by the provisions of this act, may recover the amount so paid, in an action against the corporation for money paid for its use, in which action only the property of the corporation shall be liable to be taken, and not the property of any stockholder.

P. L. 1846, p. 71; P. L. 1849, p. 307; Act of 1875, §95.

In Mills v. Hendershot, 70 N. J. Eq., 258, it is held that a director is subrogated to the rights of creditors who have been paid out of certain assets transferred to the directors for the payment of certain claims, the transfer being declared void under Section 64.

94. Property of director, etc., not to be sold for company's debt until remedy against the company has been exhausted.

No sale or other satisfaction shall be had of the property of any director or stockholder for any debt of the corporation of which he is such director or stockholder till judgment be obtained therefor against such corporation and execution thereon returned unsatisfied, but any suit brought against any director or stockholder for such debts shall stay after execution levied, or other proceedings to acquire a lien, until such return shall have been made.

P. L. 1846, p. 71; Act of 1875, §96.

X.-Foreign Corporations.

95. Foreign corporation may hold and convey lands,

etc.

Any corporation created by any other state or by any foreign state, kingdom or government may acquire by device or otherwise and hold, mortgage,

lease and convey real estate in this state for the purpose of prosecuting its business or objects, or such real estate as it may acquire by way of mortgage or otherwise, in the payment of debts due such corporation; provided, such foreign state, kingdom or government, under whose laws such corporation was created, shall not be at the time of such purchase at war with the United States.

P. L. 1873, p. 76; Act of 1875, §99; P. L. 1882, p. 137; P. L. 1883, p. 220; P. L. 1887, p. 157.

See Section 95a.

95a.* Foreign corporations, other than municipal corporations, may acquire, own and dispose of real estate in New Jersey.

It shall be lawful for any foreign corporation whatsoever, other than municipal corporations, to purchase and convey, to lease, hold, occupy and use for the purposes of such corporation, such real estate in this state as may be devised or conveyed to it.

("An act to authorize foreign corporations to acquire, own and dispose of real estate in this state," as amended by Chap. 22, Laws of 1903, approved March 13, 1903, P. L. 1903, p. 41.)

This act takes from municipal corporations of another state statutory authority to acquire, hold and use real estate within the State of New Jersey.

96. Foreign corporations subject to this act.

Foreign corporations doing business in this state shall be subject to the provisions of this act, so far as the same can be applied to foreign corporations.

P. L. 1873, p. 76; Act of 1875, §103.

A joint stock association formed under the New York statute was held to be a corporation in New Jersey, and as such empowered to sue and be sued, not, however, in a corporate name, but in the

*Arbitrary number; section inserted here merely for convenience of reference.

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