South Carolina Rail Road Co. vs. McDonald. A certiorari was prayed, and granted by the Judge of the Superior Court of Richmond county, and upon hearing the same on 9th Sept. 1818, by consent, at Chambers, his Honor, Judge Holt, sustained the certiorari, on the grounds that foreign corporations, as non-resident, "are subject to the jurisdiction of our Courts, under the attachment laws of this State;" that inasmuch as the object of our attachment laws was "the recovery of debts, where the same cannot be done by the ordinary process of law," "the terms used being sufficient to embrace every class of debts and debtors, and nothing appearing in the laws which can, by a just interpretation, limit these terms to a particular class, the security which the law requires the attaching creditor to give, being available alike by natural and artificial persons, and the means of defence allowed to both being the same;" the Court, therefore, "felt constrained to give the fullest effect to the attachment laws, as remedial and highly beneficial Acts, and so to construe them, as to include all " debtors, whether they be natural or artificial persons." To which decision, the defendants below, by their counsel, ex.cepted, and allege the same as erroneous. E. STARNES, for plaintiff in error. 1st. In the construction of all Statutes, the intention of the maker is the thing sought for-"is the governing principle." Dwarr. on Statutes, 688, 690, 692, 718. 3 Mass. 21, 540. 5 Mass. 382. But this intention must be ascertained from the "words" of the Act, (or of Acts in pari materia,) or "supported by the words" of the Act. Dwarr.on Stats. 702. Ezekiel vs. Dixon, 3 Kel. R. 146. 7 B. & C. 569. 1 Kent Com. 465. 2d. By a liberal or beneficial construction, even the Legisla ture cannot be held to have intended, in the use of the words of our attachment Acts, that they should be applied to corporations. There are particular words in the Acts which "restrain" the terms of these Acts to natural persons. 2 Cranch, 341. Dud. R. 154. And there are provisions which have the same effect. Dud. R. 35. As a corporation cannot give special bail. 4 Serg. & R. 564. 3d. But these Lcts must be strictly construed, as they are in derogation of the Common Law. South Carolina fiail Road Co. vs. McDonald. As a general rule, remedial Statutes must be liberally construed. But such remedial Statutes as "restrain," or repeal," or "derogate from" the Common Law, must be strictly construed. Dwarr, on Stats. 718, 728, 729. 13 Pick. 290. 9 lb. 514. These Acts are in derogation of the Common Law. 2 Stew. & P. 415. 3 lb. 336. Dud. R. 34. A case fully in point, is found in 16 John. 5. If these Acts be strictly construed, of course they cannot apply to artificial persons. 4th. All our attachment Acts, in pari materia, are to be considered in determining the construction. 3 Mass. 21. 1 Kent, 463. 1 Pick. 254. 1 Cranch, 35. 1 Kelly, 35. This being true, the Act of 1829 ought to be conclusive of this question. Prince Dig. 39. 5th. By the analogy of decisions made in the Courts, upon the question of the liability of corporations as garnishees, they are not subject to attachment or bail. 2 Show. 572. 15 Serg. & R. 176. Pet. on Bail, 23. 3 Mass. 37. Dud. R. 153. A. J. MILLER, for defendant. 1st. The Attachment Law being remedial, is to be construed liberally, for the benefit of creditors. 14 Johns. Rep. 217. 6 Halsted's Rep. 171. S Porter's Rep. 404. Dudley's Rep. 153. 2d. An attachment may issue against a corporation created by and located in another State, as a non-resident. 8 Porter's Rep. 404. 15 Serg. & Rawle, 173. Angell & A. on Corp. 336. 3d. A corporation is an inhabitant, and liable to any suit that a citizen would be. 2 Howard's Rep. 497.. By the Court.-NISBET, J. delivering the opinion. [1] The single question made in this case, is whether the property of a foreign corporation, within the limits of this State, is subject to our attachment laws? The Circuit Judge determined that it is subject; the Judge of the Court of Common Pleas of the city of Augusta, held that it is not. Whilst upon this question, it is conceded that there is some conflict of authority, upon principle, and also upon the preponderance of authority, as well as upon a fair construction of our attachment laws, we South Carolina Rail Road Co. rs. McDonald. think that such property may be attached in Georgia. The jurisdiction of the Courts of Georgia is co-extensive with its sovereignty, and that embraces the persons and things within its territorial limits. The Courts of no independent State have any extra-territorial jurisdiction. This general proposition applies to the States of our Union, as well as to other sovereign States. Yet, it is unquestionably true, that the property of a citizen or inhabitant of a foreign State, within the limits of Georgia, is subject to the jurisdiction of our Courts. By the general law, and by the comity of States, the Courts of one State may seize and apply the property of a non-resident debtor, to the payment of his debts; may proceed against the property, and conclude the citizen of a foreign State, by a judgment in rem. See these points discussed at length, in Dearing rs. the Bank of Charleston, determined at Milledgeville, in Norember of this year. Supra, P. 497. The question, however, now before me, does not depend upon these general principles. The present question is, whether a creditor is entitled to the remedy at Law, by attachment, against a foreign corporation, which our Statutes give him against a natural person, who is his debtor. It will depend very much upon a construction of the attachment laws of our own State. The remedies afforded in Georgia, for applying the property of such persons as fall within their provisions, to the paymen of debts, by process of attachment, are created by the Acts of our own Legislature. It is not, therefore, necessary to discuss at all, the force and effect of any principles, upon which is based the process of foreign attachment, by the custom of London. Persons, by non residence, and by placing themselves in any one of the several predicaments described in the Statute, are not amenable to the jurisdiction of the Courts, by the ordinary process of the law. In such cases, before the passage of the attachment laws, there was no legal remedy by which the payment of debts could be enforced. That was the mischief to be remedied. These laws supplied the remedy. The remedy, now, is to attach the property or estate, as the law has it, of the debtor, or so much thereof, as will satisfy the creditor's demand and costs, wherever it may be found, whether in the hands of any one indebted to, or having effects of such debtor in his hands. The object of the law, as well as the condition upon which the remedy is to be used, is declared in the title of the Act of 1799. "Whereas, (says the title to the Act of '99,) it is just and proper that provision should South Carolina Rail Road Co. vs. McDonald. be made for the recovery of debts, when the same cannot be done by the ordinary process of the law, therefore, &c." The object is, to provide for the collection of debts; the condition upon which the remedy to collect may be used, is inability to collect them by the ordinary process of the law. The attachment laws are then remedial Statutes, and are to be so construed as to advance the remedy and to suppress the mischief. There is no necessity, in this case, to apply with very labored and subtle discrimination, the rules of construction. It requires no such effort to bring corporations within the provisions of the Act of '99. It is unquestionably to be liberally construed, as to the liability which it imposes upon debtors, and as to the rights, or rather remedies which it confers upon creditors; but strictly, as to all the terms and conditions upon which the remedy may be used, and the obligations enforced. We disclaim the power of this Court to subject corporations to the operation of this Act, upon the score of policy, if they are not within its provisions, fairly, reasonably, and liberally construed. We are not the Legislature, but the servants of the Legislature, to enforce its will, as declared according to the usual canons of interpretation, in the Statute, unless that will is in conflict with the State or Federal Constitution, or with the fundamental principles of the social compact. We are but the ministers of the law. We think that corporations are embraced within the provisions of the Act of '99, because the terms used in the Act, which describe the persons made subject to its operation, are descriptive of corporations. Those words are "person," "party," "defendant," debtor." Either of these words describe a corporation. It is a person under the law—an artificial person, created by the Legislature. It has a name—a local habita. tion too. It is not a citizen in every sense of the word, but it is an inhabitant-it dwells where by law it is located. 2 How. S. C. Reps. 497. A corporation is a "judicial person"-a legal entity. For many purposes, it has a legal being, It can contract, own property, grant acquittances, convey titles, become the obligee of a bond, prosecute suits, appear, answer, and defend. Now where the law-making power uses the word person—where it is found in the Statute book, it is to be presumed that the legal meaning is intended, and not the social or ordinary meaning. The word is descriptive of all who are, in professional par 99.66 South Carolina Rail Road Co. vs. McDonald. lance, persons. So party and defendant, are words as applicable to corporations as to natural persons; because they may be, equally with natural persons, parties and defendants. The word, however, used in the act with most significance, and used most frequently, is debtor. It would seem that the General Assembly, by using that term, intended to guard against the very construction I am now combatting, to wit, that the act applies only to natural persons. That is a generic term, and embraces all who owe debts, whether natural persons, partnerships, or corporations. These are not merely verbal criticisms. These words constitute material parts of the enacting clauses of the Statute, and give to them significance. They define the class of persons which the Act makes liable to the process. If their meaning is ascertained, then is the meaning of the provisions of the Act of '99 ascertained. Upon complaint made upon oath by a creditor, that his debtor resides out of the State, &c. so that the ordinary process of the law cannot be served upon him, it is made the duty of judges and magistrates to grant an attachment against such debtor. Now, in these provisions are found the grant of the remedy -the designation of those who are liable to its use, and the conditions upon which its use depends. They contain the soul of the Statute. They create the remedy and impose the liability. Judged by them alone, it is impossible to believe that the Legislature, by debtors, meant natural persons alone. It is said, however, that the meaning of the general terms employed in the Act, is controlled and limited by other clauses and provisions. We shall see. Again, it is clear that a corporation may occupy one of the positions, to-wit: the position of a non-resident, in which a debtor must be placed before the attachment can issue. It may reside out of the State, and hence, we infer, that the Statute applies to it. We have seen that a corparation is an inhabitant, or resident of the State, where, by law, it is located. In that State, therefore, where it, is not located, it is a non-resident. If it does not reside in Georgia, it resides out of the State, and falls into that predicament in which the process by the Act is authorized to be issued. And this is the only condition upon which it could be at all made liable to the process. The Legislature has actually given to creditors all the remedy which it would be possible now to give against a corporation, were it ane to undertake to prescribe |