some time, the settled policy of the state, as expressed by legislation, and is for the protection of citizens of the state and companies submitting to our laws and paying state taxes. The statute is intended to be prohibitory in its character. The policy is wise, and as such should be enforced."-People v. Howard, 50 Mich. 239-248. See also People v. Gay, 107 Mich. 422. There can be no doubt that, for like reasons, the penalties imposed upon agents of unauthorized foreign corporations, found guilty under Section 7 of the act, will be fully enforced. It would be no defense that the agent, or all of the members of the corporation were residents of this state.-Lancaster v. Amsterdam Improvement Co., 140 N. Y. 576, 24 L. R. A. 322; Demarest v. Grant, 128 N. Y. 205, 13 L. R. A. 854. §363. Foreign Corporation Law.-Exceptions. Section 8. The provisions of this act shall not be applicable to such foreign corporations as are permitted to do business in this State by license issued by the Commissioner of Insurance, or by the State Treasurer, according to the provisions of law. Nor shall this act be construed to prohibit any sale of goods or merchandise which would be protected by the rights of interstate commerce. $364. Foreign Corporations Licensed by Commissioner of Insurance. Power is vested in the Commissioner of Insurance to issue certificates or licenses conferring authority to do business in this State, to the following classes of foreign corporations : (a) Plate glass, accident, live stock, steam boiler and fidelity insurance companies.-C. L. 1897, Sec. 5110 et seq.; (b) Co-operative insurance companies.-Id. Sec. 5116, et. seq. (c) Mutual marine insurance companies.-Id. Sec. 5121; (d) Mutual fire insurance companies.-Id. Sec. 5122; 7271; (e) Fire, fire and marine, and inland and marine insurance companies -Id. Sec. 5123 et seq., also Sec. 5133; (g) Burglary, robbery and mail transit insurance companies.-Id. Sec. 5144 et seq.; (h) Surety and guaranty companies.-Id. Sec. 5199; (i) Life insurance companies.-Id. Sec. 7199; (j) Farm stock insurance companies.-Id. Sec. 7381; (1) Co-operative and mutual benefit associations.-Id. Sec. 7513; (m) Fraternal beneficiary societies.-Id. Sec. 7744; (k) Bicycle insurance companies.-Id. Sec. 7414; (n) (0) (p) Manufacturers mutual fire insurance companies.-Id. Sec. 7322; §365. Foreign Corporations Licensed by State Treasurer. The State Treasurer is empowered to authorize the following classes of foreign corporations to do business in Michigan: (a) Express companies.-C. L. 1897, Sec. 5258; (b) Telegraph companies.-C. L. 1897, Sec. 5264; §366. What Constitutes Inter-State Commerce? A contract made in Michigan, or elsewhere, for shipment of goods from another state into this state, and for their delivery in the original packages to the contract purchaser is a contract relating to inter-state commerce, and is not, nor could it be, prohibited by state law. -Sloman v. Moebs Co., 139 Mich. 334. And this would be true if the shipment were made C. O. D.-American Express Co. v. Iowa, 196 U. S. 133, 49 L. ed. 417. Goods shipped into this state, put into private storage and thence sold by an agent of the shipper and delivered in original packages to retailers retain the character of inter-state commerce until so sold and delivered.Lyng v. Michigan, 135 U. S. 161, 34 L. ed. 150, overruling People v. Lyng. 74 Mich. 579. Sale in original packages from shipper to consumers would also be within the protection of the inter-state commerce clause.-Schollenberger v. Pennsylvania, 171 U. S. 1, 43 L. ed. 49. But the character of inter-state commerce is divested by the first sale. After that the goods. whether in original packages or not, are intra-state commerce, subject to local control.-Commonwealth v. Paul, 170 Pa. 284, 30 L. R. A. 396; Commonwealth v. Schollenberger, 156 Pa. 201, 22 L. R. A. 155. In the latter case an original package is defined to be, "Such a package as is used in good faith by producers and shippers for convenience in handling, and security in transportation of, their wares in the ordinary course of actual commerce." Although the two Pennsylvania cases above cited were overruled by the United States Supreme Court in Schollenberger v. Pennsylvania, ante, no doubt has been cast upon the soundness of the propositions which they peculiarly illustrate and in support of which they are cited. In the Schollenberger case (ante) a 10-pound tub of oleomargarine, sold direct to the consumer, was held to be an original package, but in the later case of Austin v. Tennessee, 179 U. S. 343, 45 L. ed. 224, (1900) it was held that small paper packages of cigarettes, shipped loose in open baskets supplied by an express company could not be regarded as original packages. In deciding the case, Justice Brown said: "We are told that each one of these (cigarette) packages is an original package, and entitled to the protection of the constitution of the United States as a separate and distinct importation. We can only look upon it as a discreditable subterfuge, to which this court ought not to lend its countenance. If there be any original package at all in this case, we think it is the basket and not the paper box." For Michigan cases bearing upon the subject of inter-state commerce, see City of Muskegon v. Hanes, 149 Mich. 460; City of Muskegon v. Zeeryp, 134 Mich. 181; People v. Bunker, 128 Mich. 160. $367. Foreign Corporation Law.-Section Relating to Construction of Term "Corporations." Section 9. The term "corporations" as used in this act shall be construed to include all associations, partnership associations and joint stock companies having any of the powers or privileges of corporations, not possessed by individuals or partnerships, under whatever term or designation they may be defined and known in the state where organized. $368. Foreign Corporation Law.-Section Relating to Service of Process. Section 10. No such corporation having appointed an agent to accept service of process shall have power to revoke or annul such appointment until it shall have filed notice of appointment of some other person in this State as such agent. Service of process may also be made upon any officer or agent of such corporation in this State, or service may be made upon the Secretary of State, who shall immediately notify the corporation thus served, by mailing notice thereof and a copy of such process to its address. There shall be paid to the Secretary of State at the time of such service a fee of five dollars, which sum may be taxed as costs to the plaintiff in case he prevails in the proceeding. $369. Validity of Service Upon Secretary of State. Is service upon the Secretary of State "due process of law"? By accepting the benefits of the statute, foreign corporations consent to its terms and accept its burdens. Service of the same general character has been repeatedly sustained.-Mutual Reserve Fund Life Association v. Phelps, 190 U. S. 147, 47 L. ed. 987; Aetna Ins. Co. v. Commonwealth, 106 Ky. 864, 45 L. R. A. 355. But see Pinney v. Providence Loan & Investment Co., 106 Wis. 396, 50 L. R. A. 577, holding that service upon a register of deeds, designated by statute, did not afford due process of law. As against a corporation not authorized by law to do business in this State (Old Wayne Mutual Life Ass'n v. McDonough, 204 U. S. 8, 51 L. ed. 345) or as against a corporation which has withdrawn from this State and filed notice of withdrawal (Mutual Reserve Fund Life Ass'n v. Boyer, 62 Kan. 31, 50 L. R. A. 538) such service would be ineffectual. But there is authority for saying that service upon a person whom the company had irrevocably appointed as agent to receive service of process would be valid after withdrawal of the company from the state.-Magoffin v. Mutual Reserve Fund Life Ass'n, 87 Minn. 260. State statutes in force at the time of admittance of a foreign corporation do not form a contract between the corporation and the state. Such laws may be altered or repealed at pleasure, and all foreign corporations within the state are bound by the law as changed. If dissatisfied they may withdraw. By remaining they pledge compliance. It follows that the new method of service of process provided by Section 10 of the act applies to foreign corporations that gained admittance before the law was enacted, as well as to those admitted afterwards.-Connecticut Mutual Life Ins. Co. v. Spratley, 172 U. S. 602, 43 L. ed. 569; Douglas v. Kentucky, 168 U. S. 488, 42 L. ed. 553, foreign corporations are "governmental subjects." In the language of Justice Swayne: "They involve public interests, and legislative acts concerning them are, necessarily, public laws. Every succeeding legislature possesses the same jurisdiction and power with respect to them as its predecessors. The latter have the same power of repeal and modification which the former had of enactment, neither more nor less. All occupy in this respect a footing of perfect equality."-Newton v. Mahoning County, 100 U. S. 548, 25 L. ed. 710. |