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commenced in county where plaintiff resides if such 52IV National Banks
corporation does business by agent in the county of 52k273 Actions by or Against National
plaintiff's residence, the phrase “personal injuries” Banking Associations
comprehends mental distress, annoyance, 52k275 k. Jurisdiction and Venue. Most
inconvenience, humiliation, and other manifestations Cited Cases
of disturbed or perturbed feelings. Code 1975, § 6-3- Action for libel against a national bank with its
7. principal place of business in Alabama was properly
brought in county where plaintiffs received the
[5] Corporations 101 503(1) allegedly libelous matter; thus, plaintiffs' other
claims, such as claim for misapplication of funds,
were also properly brought there. Code 1975, § 6-3-
101 Corporations
7; Rules Civ.Proc., Rule 82(c).
101XI Corporate Powers and Liabilities
*1316 M.R. Nachman, Jr. of Steiner, Crum & Baker,
101XI(F) Civil Actions
Montgomery, and Ronald Slepian of McDermott,
101k503 Venue
Slepian, Windom & Reed, Mobile, for petitioners.
101k503(1) k. In General. Most Cited
Cases
In statute concerning venue in actions against Charles Partin, Bay Minette, and William W. Watts of
domestic corporations, the term “injury” refers to the Reams, Vollmer, Philips, Killion, Brooks & Schell,
wrongful act or omission, as opposed to the damage. Mobile, for respondents.
Code 1975, § 6-3-7.
TORBERT, Chief Justice.
[6] Corporations 101 503(1)
Petitioner First Alabama Bank of Montgomery
101 Corporations (Bank) seeks a writ of mandamus to compel the trial
101XI Corporate Powers and Liabilities court to transfer the case from Baldwin to
101XI(F) Civil Actions Montgomery County.
101k503 Venue
101k503(1) k. In General. Most Cited Barclay International, Inc., (Barclay) and its
Cases president, Joseph Dzwonkowski, and his wife,
Venue is proper at the place of posting or at the place Patricia Dzwonkowski, filed suit against Bank. Bank
of receipt by the addressee in an action for libelous had called upon a letter of credit given to it as further
matter sent through the mail, even if the action is one assurance of the payment on industrial bonds which
against a corporation rather than against an Bank held. The complaint alleges that Bank
individual. Code 1975, § 6-3-7. misapplied the proceeds from the letter of credit,
causing Barclay to be declared in default on the
[7] Banks and Banking 52 275 bonds. Barclay and the individual plaintiffs also
allege that as a result of the false and slanderous
publication of statements by the Bank that plaintiffs
52 Banks and Banking
were in default, personal and business interests of the Business Corporation Act, Chapter 2A of Title 10,
plaintiffs were injured. defines “foreign corporation” in two different ways.
Section 10-2A-2(2) defines a foreign corporation for
Bank moved to dismiss the action in Baldwin County the purposes of Chapter 2A generally as “A
for lack of venue. Bank took the position that it was a corporation for profit organized under laws other than
foreign corporation and as such it could only be sued the laws of this state....” In Division 1 of Article 8,
in the county where it was doing business by agent. Chapter 2A, that part of the foreign corporation
The Bank contended that it did not do business by article regulating foreign corporations acting in
agent in Baldwin County. After a hearing the trial fiduciary capacities, the term foreign corporation
court refused to dismiss the action or transfer it to means:
Montgomery County, where the Bank maintained
venue was proper. “(1) Any bank or other corporation now or
hereafter organized or existing under the laws of
The threshold issue to be resolved is whether Bank, a any state of the United States other than the state of
corporation organized under the national banking Alabama; and
laws with its principal place of business in Alabama
is a foreign or domestic corporation for the purpose “(2) Any national banking association having its
of determining venue. This is a case of first principal place of business in any state of the
impression in Alabama, because venue with respect United States other than the state of Alabama.”
to national banks was formerly controlled by federal
statute. 12 U.S.C. § 94 (1945). In 1982, § 94 was Code 1975, § 10-2A-220. The net result is that in one
amended so that, except in a few situations context the legislature has decided that this kind of
inapplicable in this case, federal law no longer bank is a foreign corporation and in another context it
controls venue. Therefore, we must look to state law has decided that it is not a foreign corporation.
to determine where venue is proper. Because we lack clear statutory guidance, we will
examine the nature of corporations organized under
Section 232 of the Alabama Constitution of 1901 and federal law and the policy behind the constitutional
Code 1975, § 6-3-7, establish where venue is proper venue provisions.
with respect to a *1317 foreign corporation. Ex parte
Harrington Manufacturing Company, Inc., 414 So.2d Before the adoption of the 1975 Code, corporations
74 (Ala.1982). Section 6-3-7 also establishes where organized under national law were not treated as
venue is proper with respect to a domestic foreign corporations for the purposes of our business
corporation. There is no statutory definition of corporation statutes. Title 10, § 198, 1940 Code (and
“domestic” or “foreign corporation” for the purposes as Recomp.1958); 1923 Code, § 7217. Moreover in
of venue. Jeffreys v. Federal Land Bank of New Orleans, 238
Ala. 97, 98, 189 So. 557, 558 (1939), the Court,
The legislature has defined the term “foreign while relying on our statutes, said that the statute “but
corporation” in other contexts. The Alabama gives expression to the current of judicial thought to
the effect that the United States is not a foreign authorize judgment and condemnation, when the
sovereignty as regards the several states....” proceedings are in rem, and for all purposes, within
the jurisdiction of the State; but such judgments
[1][2] As mentioned in Jeffreys, the settled rule is that rendered in cases where the court did not have
a “corporation created by Congress in the exercise of jurisdiction of the person, are not conclusive as
its powers as the legislature for the United States ... is personal judgments beyond the jurisdiction of the
not to be regarded as a foreign corporation, but as a State.”
domestic corporation, in any state or territory in
which it may do business....” 17 W. Fletcher, [3] A national bank with its principal place of
Cyclopedia of the Law of Private Corporations, § business in Alabama is not, in *1318 essence, a non-
8291 p. 12 (perm. ed. 1977). Specifically with regard resident. The problems that arise in suing a non-
to the status of national banking associations, the resident do not arise when one sues a national bank
general rule is that they “are domestic corporations in located in Alabama. FN2 In light of Congress's
the states in which they are located and foreign determination concerning citizenship of national
corporations in other states.” Id. at § 8291 p. 15. banks for jurisdictional purposes and the policy
Congress, in setting out when diversity jurisdiction behind our venue provisions concerning foreign
exists with respect to national banks, took a similar corporations, we see no reason why Bank should not
position by stating that national banks were to be be treated as a domestic corporation. Therefore, we
treated as citizens of the state where located. 28 hold that a national bank with its principal place of
U.S.C. § 1348 (1976). business in Alabama is not a foreign corporation for
the purposes of venue.
The policy concerns behind the constitutional
provisions dealing with foreign corporations were FN2. One aspect of having limited venue
stated in Nelms v. Edinburg American Land with respect to national banks, namely not
Mortgage Co., 92 Ala. 157, 159, 9 So. 141 (1890): FN1 having the bank's records removed from its
place of business, no longer is deemed valid,
FN1. While the Court in Nelms was as evidenced by Congress's amendment to
referring to Article XIV, § 4, of the Alabama 12 U.S.C. § 94. Sen.Rep. No. 9-536, 97th
Constitution of 1875, the provisions of § 4 Cong., 2d Sess., reprinted in 1982 U.S.Code
are virtually identical to the first two Cong. & Ad.News 3054, 3082.
sentences of Article XII, § 232, of the
Alabama Constitution of 1901. A domestic corporation can be sued “in any county in
which it does business by agent at the time the cause
“Foreign corporations are essentially non-residents. of action arose; provided that all actions against a
Suits against non-residents are sometimes attended domestic corporation for personal injuries must be
with inconvenience, difficulties and expense, and commenced in the county where the plaintiff resides
judgments rendered are not always absolute. if such corporation does business by agent in the
Service by publication only, may be sufficient to county of the plaintiff's residence.” Code 1975, § 6-3-
7.
The Court concluded that “in an action for libel END OF DOCUMENT
against a newspaper the injury-the breach of duty-
KEYCITE
Ex parte First Alabama Bank of Montgomery, N.A., 461 So.2d 1315 (Ala.,Dec 21, 1984) (NO. 83-1092)
History
Direct History
=> 1 Ex parte First Alabama Bank of Montgomery, N.A., 461 So.2d 1315 (Ala. Dec 21, 1984) (NO.
83-1092)
Related References
2 Barclay Intern., Inc. v. First Alabama Bank of Montgomery, N.A., 557 So.2d 1201 (Ala. Nov 22,
1989) (NO. 87-1258)
KEYCITE
Ex parte First Alabama Bank of Montgomery, N.A., 461 So.2d 1315 (Ala., Dec 21, 1984) (NO. 83-1092)
KEYCITE
Ex parte First Alabama Bank of Montgomery, N.A., 461 So.2d 1315 (Ala. Dec 21, 1984) (NO. 83-1092)
Citing References
Cited
1 Ex parte Pikeville Country Club, 844 So.2d 1186, 1188 (Ala. Sep 13, 2002) (NO. 1011244) HN: 4
(So.2d)
2 Ex parte Graham, 634 So.2d 994, 995+ (Ala. Jul 30, 1993) (NO. 1920483) HN: 4 (So.2d)
3 Ex parte SouthTrust Bank of Tuscaloosa County, N.A., 619 So.2d 1356, 1357, 42 A.L.R.5th 825, 825
(Ala. Apr 16, 1993) (NO. 1920405) HN: 4 (So.2d)
4 Kilduff v. Adams, Inc., 593 A.2d 478, 490, 219 Conn. 314, 337, 11 A.L.R.5th 957, 957 (Conn. Jun
18, 1991) (NO. 14182) HN: 4 (So.2d)
5 Oliver v. Blue Cross & Blue Shield, 1992 WL 139385, *3, 6 Conn. L. Rptr. 541, 541 (Conn.Super.
Jun 04, 1992) (NO. 055630) HN: 4 (So.2d)
6 Sunwest Bank of Albuquerque, New Mexico v. Nelson, 958 P.2d 740, 743+, 125 N.M. 170, 173+,
1998-NMSC-012, 012+ (N.M. Apr 21, 1998) (NO. 24,802) " HN: 2,3,7 (So.2d)
Mentioned
7 International Ins. Co. v. Guaranty Nat. Ins. Co., 780 F.Supp. 546, 552 (N.D.Ill. Nov 26, 1991) (NO.
89 C 8011, 90 C 1264) HN: 4 (So.2d)
Court Documents
Trial Pleadings
21 ""We the People"" ex rel., the Citizen(s), Lewis RUDOLPH; Morgan., and Donna Thomas; Morgan.,
and Estate (if applicable) Injured and Proper Party(s), v. Pamela F. PAYNE; Pamela F. Payne Esq.;
Pamela F. Payne Judge; Rebecca M. Baker; Rebecca M. Baker Esq.; Rebecca M. Baked Judge; Larry
M. Kristianson; Larry M. Kristianson Esq.; Larry M. Kristianson Judge; Lewis M. Schrawyer Lewis
M. Schrawyer Esq.; Lewis M. Schrawyer Deputy District Attorney for D.B.A. Stevens County;,
2001 WL 34739176, *34739176 (Trial Pleading) (E.D.Wash. Feb 28, 2001) Complaint:
Deprivation of Life, Liberty, and the Pursuit of Happiness (NO. CS-00-0399-EFS)