in the claim that the reorganization was invalid and that the transfer of assets to the majority stockholders was illegal, whereas in the Bogert case the minority holders had for a time acquiesced in the reorganization plan.
As the basis for its motion to quash service, defendant argues that the corporation does not come within the rule of 'doing business' so as to make it amenable to service here in the District of Columbia. Theirs, it is argued, is merely a matter of solicitation. plaintiffs argue that defendant comes within the rule of 'solicitation plus' and thus may be served in personam.
This question of the amenability to service in personam of a foreign corporation in a forum distant from its state of incorporation, does not lend itself to a general rule. Rather the facts of each individual case must be their own criteria. However, two general principles appear to have evolved. One is that solicitation in and of itself does not render a foreign corporation subject to suit, Green v. Chicago, B & Q R Co., 1918, 205 U.S. 530, 27 S. Ct. 595, 51 L. Ed. 916. The other is that solicitation 'plus' some other activity does subject the foreign corporation to liability to suit. International Shoe Co. v. State of Washington, 1945, 326 U.S. 310, 66 S. Ct. 154, 90 L. Ed. 95. And the doctrine is generally accepted that 'very little more than 'mere solicitation' is required * * *'. Frene v. Louisville Cement Co., 1943, 77 U.S.App.D.C. 129, 133, 134 F.2d 511, 515, 146 A.L.R. 926. Thus a determination on this question can only be reached by analyzing any and all activities which the foreign corporation may carry on in this forum.
The defendant corporation, organized and existing under the laws of Wisconsin with its main office in St. Paul, Minnesota, has been present here in the District of Columbia since 1940. It conducts an office in the Shoreham Building and employs four persons known as 'district passenger agent, district freight agent, general agent and a combination 'stenographer and chief clerk'.' The office organized into two departments, viz the freight and the passenger departments. The business which the defendant carries on is undoubtedly solicitation. However, defendant goes further than this. It also sells tickets for travel on defendant's line only, and in the calendar year of 1950 it sold 24 such tickets. It also sells 'railroad pre-paid orders' and in the calendar year 1950 it sold 8 of these. There is nothing in the record to indicate that such total sales were as the result of any limitation. There is no reason suggested as to why the defendant would not have been able to sell more than such totals were it to have sufficient customers to whom such sales may have been made. The money from the sales of such tickets and orders is deposited in a local bank.
In addition to the 'solicitation plus rule' more recent cases have demonstrated a tendency to place the solution of the question more upon a recognition of whether or not the foreign corporation, enjoying the benefits of a local jurisdiction, may deny its subjection to such jurisdiction when it itself is the object of suit. In International Shoe case, supra, it was said: '* * * to the extent that a corporation exercises the privilege of conducting activities within a state, it enjoys the benefits and protection of the laws of that state. The exercise of that privilege may give rise to obligations; and, so far as these obligations arise out of or are connected with the activities within the state, a procedure which required the corporation to respond to a suit brought to enforce them can, in most instances, hardly be said to be undue'. (326 U.S. 310, 66 S. Ct. 160.)
In this connection see Western Smelting & Refining Co. v. Pennsylvania R. Co., D.C., Neb. 1948, 81 F.Supp. 494 and State of Md. for use of Chrysler v. Eastern Air Lines, D.C.D.C. 1948, 81 F.Supp. 345.
It would appear, therefore, that the defendant company is enjoying the fruits of the local jurisdiction. And as such either under the 'solicitation plus' theory or the more liberal doctrine as announced in the International Shoe case, supra, it is amenable to process in the District of Columbia.
Defendant, further contends that the motion to dismiss should be granted on the principle of forum non conveniens. The difficulties attendant upon presentation of the defense as relied upon by counsel in its affidavits and arguments do not in the Court's opinion justify granting of the motion on the ground assigned. See Gulf Oil Corp. v. Gilbert, 1947, 330 U.S. 501, 508, 67 S. Ct. 839, 91 L. Ed. 1055.
It is the opinion of this Court, therefore, that the motion to dismiss based upon the three foregoing grounds should be overruled. Counsel for Plaintiffs will prepare appropriate Order.
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