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Plea to jurisdiction. Fulton Civil Court. Before Judge Williams.
HALL, Judge.
The plaintiff brought this action against Security Mortgage Corporation, a Georgia corporation (hereinafter called Security) and Oxford Finance Companies, Inc., a Pennsylvania corporation (hereinafter called Oxford). The plaintiff appeals from a judgment sustaining the plea to the jurisdiction of Oxford on the ground that it was not doing business in Georgia. On the hearing of the plea to the jurisdiction the following evidence was presented by the testimony of the executive vice-presidents of the two defendant corporations.
Security acts as a broker on behalf of prospective borrowers seeking placement of special loans, and it acted in this capacity on behalf of the plaintiff in the transactions involved in this suit. Oxford's principal place of business is Philadelphia, Pennsylvania, and it is in the business of purchasing "various forms of receivables," including notes secured by mortgages, and making commercial loans direct to corporations. Oxford advertises in the Wall Street Journal. It did not maintain an office in Georgia, had no directors, officers, or employees who lived or worked in Georgia, or traveled in Georgia to solicit business. It held no stockholders' or directors' meetings in Georgia. Oxford and Security had no common directors or officers; neither corporation owned stock in the other, and there was no continuing contractual relation between them. Oxford had no bank accounts in Georgia.
In April 1963 Security wrote a letter to the plaintiff stating that, contingent on a first loan commitment of an insurance company, Security made a $300,00 loan commitment to the plaintiff upon which Security was to have as co-maker a much larger firm with acceptable credit and reputation to be selected by Security. Security contacted Oxford respecting a second mortgage loan to the plaintiff, and ultimately a loan commitment of $300,000 was approved by Oxford's Executive Commercial Lending Committee in Philadelphia. All the communications and negotiations respecting the loan commitment were conducted by mail and telephone except that one time an officer of Security went to Philadelphia to contact Oxford, and officers of Oxford came to Georgia twice, in May and July 1965, to discuss the revision of the loan commitment. This was the only loan commitment Oxford ever issued to any Georgia person. Of fees of $45,000 paid by the plaintiff in connection with this commitment, Oxford received $36,000 and Security $9,000. Of the $9,000 fee received by Security $4,500 was for brokerage and $4,500 for Security's commitment to buy ten percent of the loan from Oxford. There was no evidence that Security had authority to act for Oxford upon the loan commitment. Through transactions by mail and telephone during 1963 and 1964 Oxford had purchased from Security approximately 25 notes secured by Georgia real estate, of the value of $25,000 to $50,000, and had purchased the same kind of securities from another Georgia corporation.
The plaintiff's argument in essence is that, in providing that by serving process on the Secretary of State process may be served on a foreign corporation "which shall do business in this State or which shall do any act in the State while doing business herein which may subject it to liability to any person" (Ga. L. 1946, pp. 687, 688; Code Ann. 22-1507), the Georgia legislature intended that, for the purpose of being served with actions brought in the Georgia courts, foreign corporations were to be considered as doing business in the state when they had incurred liability to any person as a result of any activities in the state, or when they had carried on any activity which could be defined as doing business without offending the due process clause of the United States Constitution as interpreted by the United States Supreme Court.
The issue presented by this appeal is whether by the 1946 enactment the legislature intended to enlarge the meaning of "doing business," so that it covers such activities as Oxford engaged in. We may assume for the purpose of this opinion, but do not decide, that it would be constitutionally permissible for Georgia by law to give its courts jurisdiction over a corporation which had such activities in Georgia as Oxford had. McGee v. International Life Ins. Co., 355 U. S. 220, 223 (78 SC 199, 2 LE2d 223). See Sterling Materials Co. v. McKinley, 218 Ga. 574 (129 SE2d 770). Before 1946 the Georgia courts had held that a foreign corporation was not "doing business" in Georgia when its only activities were that it had in Georgia and paid the expense of maintaining an office for a salaried employee called a mortgage loan correspondent who secured and submitted loan applications that were passed on in the corporation's office in Virginia, the employee having no authority to make any agreements or create any obligations for the corporation with reference to the loans. It made the loans and charged the commissions to the borrowers, and closed all loans procured by the loan correspondent through its attorney at the point of closing and sent the money direct to its attorney, all notes, security instruments and papers taken by the company being sent to Virginia. Smith v. Nolting First Mortgage Corp., 45 Ga. App. 253 (164 SE 219). See also Davis v. Metropolitan Life Ins. Co., 196 Ga. 304 (26 SE2d 618); Vicksburg, S. & P. R. v. DeBow, 148 Ga. 738, 747 (98 SE 381); Southeastern Dist. Co. v. Nordyke & Marmon Co., 159 Ga. 150 (125 SE 171).
It is presumed that the legislature knows and enacts statutes with reference to the existing law, including the decisions of the courts, and when there is nothing in the enactment to indicate that the words used were to have a new and different meaning they should be construed as having the same meaning that was attached to them before the enactment. Botts v. Southeastern Pipe-Line Co., 190 Ga. 689, 700 (10 SE2d 375); Spence v. RoweIl, 213 Ga. 145, 150 (97 SE2d 350); Johnson v. State, 1 Ga. App. 195 (58 SE 265). When we apply this rule of statutory construction we must conclude that if the legislature had intended to enlarge the meaning of "doing business" it would have used other or further language in the 1946 Act, and it is now for the legislature rather than the courts to change the meaning that that term had at the time of the Act.
In no case arising before or since the 1946 enactment have the Georgia courts held "doing business" to have as broad a meaning as permissible under the McGee v. International Life Ins. Co., case, 355 U. S. 220, supra, or that would include the facts of the present case. Sterling Materials Co. v. McKinley, 218 Ga. 574, supra; Allied Finance Co. v. Prosser, 103 Ga. App. 538, 540 (119 SE2d 813); Gold v. Pioneer Fund, Inc., 107 Ga. App. 855 (132 SE2d 144); Lamex, Inc. v. Sterling Extruder Corp., 109 Ga. App. 92 (135 SE2d 445); Ga. Lumber &c. Corp. v. Solem Machine Co., 150 FSupp. 126 (M.D. Ga.). Accord National Acceptance Co. of America v. Spiller & Spiller, Inc., 111 Ga. App. 314 (141 SE2d 550). See also Suttles v. Owens-Ill. Glass Co., 206 Ga. 849 (59 SE2d 392); Redwine v. Dan River Mills, 207 Ga. 381 (61 SE2d 771); Redwine v. United States Tobacco Co., 209 Ga. 725 (75 SE2d 556); Kirkland v. Atchison, T. & S. F. R. Co., 104 Ga. App. 200 (121 SE2d 411).
For the reasons above stated we hold that the evidence before the trial court authorized the finding that Oxford was not doing business in Georgia and the judgment sustaining the plea to the jurisdiction.
Judgment affirmed. Deen and Quillian, JJ., concur.
Sutherland, Asbill & Brennan, Laurens Walker, D. Robert Cumming, Jr., Robert B. Harris, Robert Coleman, for appellees.
Moreton Rolleston, Jr., for appellant.
Friday May 22 19:09 EDT

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