Perkinsv.Benguet Consolidated Mining Co.

Whether the Due Process Clause of the Fourteenth Amendment to the Constitution of the United States precludes Ohio from subjecting a foreign corporation to the jurisdiction of its courts in this action in personam?¹⁹

The Due Process Clause of the Fourteenth Amendment permits a state to exercise in personam jurisdiction over a foreign corporation that carries on continuous and systematic activities within the state.²⁰ This holds even when the cause of action does not arise from those activities.²¹ The corporation need not have appointed a statutory agent or otherwise consented to service.²²

No. Petitioner Idonah Slade Perkins, a nonresident of Ohio, filed two actions in personam in the Court of Common Pleas of Clermont County, Ohio, against the Benguet Consolidated Mining Company and others. In one action she seeks approximately $68,400 in dividends claimed to be due her as a stockholder. In the other she claims $2,500,000 damages largely because of the company’s failure to issue to her certificates for 120,000 shares of its stock. The mining company is styled a sociedad anónima under the laws of the Philippine Islands, where it owns and has operated profitable gold and silver mines.

Its operations there were completely halted during the occupation of the Islands by the Japanese. During that interim the president, who was also the general manager and principal stockholder of the company, returned to his home in Clermont County, Ohio. There he maintained an office in which he conducted his personal affairs and did many things on behalf of the company. He kept there office files of the company.

He carried on there correspondence relating to the business of the company and to its employees. He drew and distributed there salary checks on behalf of the company. He used and maintained in Clermont County, Ohio, two active bank accounts carrying substantial balances of company funds. A bank in Hamilton County, Ohio, acted as transfer agent for the stock of the company.

Several directors’ meetings were held at his office or home in Clermont County. From that office he supervised policies dealing with the rehabilitation of the corporation’s properties in the Philippines and he dispatched funds to cover purchases of machinery for such rehabilitation. Actual notice of the proceeding was given to the corporation through regular service of summons upon its president while he was in Ohio acting in that capacity. The trial court sustained a motion to quash the service of summons on the mining company.

The Court of Appeals of Ohio affirmed that decision, as did the Supreme Court of Ohio. The cases were consolidated and the United States Supreme Court granted certiorari. These continuous and systematic corporate activities satisfy the quality and nature test articulated in International Shoe Co. v. Washington because they demonstrate that the corporation maintained a substantial presence in Ohio through its highest officer.²³ The activities included banking, correspondence, payroll, stock transfers, and policy supervision, all of which occurred while the president was physically present and served with process.²⁴

No requirement of federal due process therefore prohibits Ohio from opening its courts to the cause of action presented here.²⁵

The Due Process Clause of the Fourteenth Amendment does not preclude Ohio from subjecting the foreign corporation to the jurisdiction of its courts in this action in personam.²⁶