{ "id": 2928085, "name": "Sturges & Burn Manufacturing Company, Appellant, v. Unit Construction Company, Appellee", "name_abbreviation": "Sturges & Burn Manufacturing Co. v. Unit Construction Co.", "decision_date": "1917-06-27", "docket_number": "Gen. No. 21,966", "first_page": "74", "last_page": "83", "citations": [ { "type": "official", "cite": "207 Ill. App. 74" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "100 N. E. 584", "category": "reporters:state_regional", "reporter": "N.E.", "pin_cites": [ { "page": "590" } ], "opinion_index": 0 }, { "cite": "53 Ind. App. 630", "category": "reporters:state", "reporter": "Ind. App.", "case_ids": [ 5113152 ], "opinion_index": 0, "case_paths": [ "/ind-app/53/0630-01" ] }, { "cite": "187 U. S. 197", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 6138650 ], "opinion_index": 0, "case_paths": [ "/us/187/0197-01" ] }, { "cite": "116 Fed. 357", "category": "reporters:federal", "reporter": "F.", "case_ids": [ 3702383 ], "opinion_index": 0, "case_paths": [ "/f/116/0357-01" ] }, { "cite": "61 Ill. App. 291", "category": "reporters:state", "reporter": "Ill. App.", "opinion_index": 0 } ], "analysis": { "cardinality": 677, "char_count": 17454, "ocr_confidence": 0.536, "pagerank": { "raw": 9.293157339874853e-08, "percentile": 0.5122626840406526 }, "sha256": "eae0211c7184b9083453d8e676bec82d233e880c59436829da95e391cf8482de", "simhash": "1:d377fef29a7bd2cd", "word_count": 2962 }, "last_updated": "2023-07-14T19:52:34.192092+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "Sturges & Burn Manufacturing Company, Appellant, v. Unit Construction Company, Appellee." ], "opinions": [ { "text": "Mr. Justice Taylor\ndelivered the opinion of the conrt. .\nIn order to settle a controversy which had arisen between appellant and appellee, in regard to certain obligations arising by reason of a building contract, appellant and appellee on March 6, 1913, entered into a written agreement for an arbitration of their differences, which agreement provided, inter alia, for a board of arbitration, \u201cunder section 16, chapter 10, Bevised Statutes of Illinois.\u201d (J. & A. 471.) It was provided, also, in the arbitration agreement that the parties thereto \u201cmay be represented before the board of arbitration by counsel\u201d and that the award, \u201cwhen made, may be filed in the Circuit Court of Cook county, State of Illinois, and judgment entered ther\u00e9on, pursuant to the statute in such case made and provided, and that such award may not .be questioned or set aside on the ground that the arbitrators, in making the award, have erred in either matters of law or fact.\u201d\nOn November 5, 1914, the arbitrators, three in number, determined that appellant was entitled to damages in the sum of $17,150, less $10,922.82, which should be deducted as unpaid balance of purchase price- and extras.\nOn December 17, 1914, appellant filed in the office of the clerk of the Circuit Court of Cook county, the arbitration agreement, the award of the arbitrators and a written motion for a judgment for $6,227.18 based on the award.\nOn December 23rd, appellant filed a written notice and proof of service made on December 17, 1914, entitled \u201cTo Unit Construction Company and Bentley, Burling & Swan, its attorneys,\u201d announcing that on December 23, 1914, it would appear before the Honorable \"John P. McGloorty, one of the judges of said Circuit Court of Cook county, and call up for hearing and determination the motion, and ask the court to enter judgment on the award against appellee. \u2022\nAlso, on December 23,1914, the attorneys for appellant filed a notice and proof of service, entitled \u201cTo Unit Construction Company and Bentley, Burling & Swan, its attorneys,\u201d which recited that on December 23,1914, they would call up for hearing and determination a motion to enter judgment on said award. It is recited in that notice that it was served on December 18, 1914, by delivering a copy to \u201cW. W. Boyd, Jr., the vice president of said Unit Construction Company, at the office of said Unit Construction Company, 801 Liggett building, in the City of St. Louis, State of Missouri,\u201d on December 18, 1914.\nThe same day, December 23, 1914, the appellee, by \u201cBentley, Burling & Swan, its attorneys,\u201d entered a special appearance, in said cause, in the Circuit Court, objecting to the jurisdiction of the court (1) that appellee is a Delaware corporation; (2) that no process of the Circuit Court had been served on appellee in the State of Illinois-; (3) that the notice served upon appellee in St. Louis, Missouri, was ineffectual, and that therefore the Circuit Court is without jurisdiction.\nOn January 4, 1915, there was filed in the Circuit Court another notice (and proof of service) stating that appellant would ask for judgment on January 11, 1915. That notice was addressed \u201cTo Unit Construction Company and Bentley, Burling & Swan, its attorneys,\u201d and the affidavit of service states that it was served \u201cupon the said Unit Construction Company, by delivering to Nathaniel F. Sawyer, the authorized agent of said Unit Construction Company, in the State of Illinois, a true copy thereof, on the 4th day of January, A. D. 1915,\u201d and thereafter on January 29,1915, appellee, by Bentley, Burling & Swan, its attorneys, entered another special appearance, claiming that the notice served on appellee, through Sawyer as agent, did not give the Circuit Court jurisdiction.\nThe trial judge on April 8, 1915, denied appellant\u2019s motion for judgment, and entered judgment for appellee for costs of suit.\nThe evidence offered by the appellee, in support of its objections, shows that an affidavit of withdrawal of appellee, and revocation of the authority of its Illinois representative for service of process, was filed on December 18, 1914 with the Secretary of State. That affidavit of withdrawal states, among other things, that appellee discontinued business in Illinois on October 1, 1914. The appellee offered in evidence also two affidavits, the first by Sawyer, to the effect that he was not employed by appellee since October, 1913, and that he was not on January 4, 1915, the agent or representative of appellee; the second, by W. W. Boyd, Jr., to the effect that appellee had not solicited work in Illinois since May 21, 1914, and that the agency of Sawyer was terminated on or about September 30, 1913.\nThe sole question involved in this appeal is whether the notice given by appellant was a compliance with the requirements of section 7 of the Act (J. & A. 462). Section 7 provides that \u201cthe party filing such award may, at the next term after such filing, by giving four days\u2019 notice of his intention to the opposite party, and if no legal exceptions are taken to such award or other proceeding, have final judgment thereon, as on the verdict of a jury, for the sum specified in said award to be due, together with the costs of arbitration and of the court; and execution may issue therefor \u25a0 as in other eases.\u201d\nThree different notices were given in an endeavor to comply with the statute. The first was a notice addressed \u201cTo Unit Construction Company and Bentley, Burling & Swan, its attorneys,\u201d and was served by delivering a copy to Thomas W. Swan, on December 17, 1914. It \u25a0 is claimed by Bentley, Burling & Swan that although they did represent appellee in the course of part of the arbitration proceedings, they were not on December 17, 1914, attorneys for appellee, and that they are now appearing only specially to contest notice and judgment.\nThe second notice was served upon W. W. Boyd, Jr., the vice president of appellee, at the office of the company, in St. Louis, Missouri, on December 18,1914. It is claimed by the appellee that that notice, being served outside the State of Illinois, was insufficient.\nThe third notice was served upon Sawyer, \u201cthe authorized agent\u201d of the appellee, and served within the State of Illinois, on January 4, 1915. It is claimed by appellee that Sawyer had not been in the employ of appellee since September 30, 1913; that the agency of Sawyer was revoked on December 18, 1914, the day after notice was served upon Bentley, Burling & Swan; that the revocation at that significant time was not a ruse or subterfuge, but merely making the records of the Secretary of State accord with the facts.\nAs to the notice served on the vice president of appellee, on December 18, 19\u00cd4, at St. Louis, Missouri:\nIt is necessary, of course, at the outset, to determine just what is meant in the statute by the word \u201cnotice.\u201d Does it mean knowledge or information created by the voluntary act of the appellant, whether by a technical legal court process, or by mere acts in pais. If it means the former, then \u201cnotice\u201d is synonymous with \u201cprocess,\u201d if the latter, it is not. There does not seem to be anything affirmative in the arbitration statute that suggests the issuance of a court process; and taking the word in its context, in a statute that.came into being, we may assume, to avoid some of the vices of a conventional lawsuit, it does not appear reasonable to interpret the word \u201cnotice,\u201d which to the lay mind means knowledge however obtained, to mean something else, something known only to the legal profession, and called by them, in the nomenclature of the law, a process.\nIf then \u201cnotice,\u201d as the word is used in the statute in question, means information and not a court process, was the notice served in St. Louis, Missouri, sufficient? It is claimed by appellee that a judgment rendered upon such notice served in Missouri would be void. There are two ways by which a court may obtain jurisdiction of the party: First, by service of process within the jurisdiction; and second, by the act of the party in voluntarily submitting himself to the jurisdiction of the court. A typical case, included within the last method, is where a party causes his appearance to be entered, or authorizes it to be done, as in the case of a confession on a promissory note. In the present case the defendant, by signing the agreement that the award should be filed in the Circuit Court and judgment entered thereupon, definitely subjected itself to the jurisdiction of the Circuit Court and has authorized judgment to be entered against it, as certainly as if it had signed a power of attorney authorizing a confession of judgment. Indeed the ease is exactly similar in its essence to one where such a power of attorney is given. That principle was recognized by this Court in the case of Seaton v. Kendall, 61 Ill. App. 291, in which Mr. Justice Waterman, speaking for the court, said in passing upon an agreement not entirely dissimilar to the one here: \u201cThe agreement is really analogous to a power of attorney authorizing a confession of judgment.\u201d We are therefore of the opinion that the notice served upon appellee in St. Louis, Missouri, in accordance with the written contract of the parties and the arbitration statute, was sufficient, and that upon the filing of the award the court obtained jurisdiction.\nAs to the claim that notice served outside of the State is not due process of law, we do not think it tenable, as the appellant in signing the arbitration agreement voluntarily and with knowledge waived everything beyond mere notice.\n. As to the notice served upon Sawyer, \u201cthe authorized agent\u201d of the appellee, and served within the State of Illinois, January 4, 1915:\nOf course, Sawyer was not on January 4,1915, in the employment of appellee, and in fact had not been since October, 1913. The appellee in July, 1910, qualified as a foreign corporation in the State of Illinois, and opened an offie\u00e9 in Chicago and appointed Sawyer its statutory agent. The appellee had not solicited or actually performed any construction work in Chicago, or elsewhere in Illinois, since May 21, 1914. The renunciation of its license to do. business in the State of Illinois and the revocation of the authority of the statutory agent occurred on December 18, 1914.\nIt is claimed, however, by the appellant \u201cthat a corporation that has once complied with the foreign corporation statute is estopped from revoking the appointment .of its statutory agent, and withdrawing from the State so long as any controversy exists between it and Illinois citizens, growing out of business transactions entered into in Illinois while the corporation was authorized to do business here.\u201d\nThe statute uses the words \u201cshall constantly keep on file * * * the name and address of some person.\u201d (J. & A. ft 2528.) It contains no express provision as to any future time when it may be the foreign corporation has ceased entirely all business within the State. Of course, it is reasonable, in view of the lack of affirmative statement in the statute itself, as to whether the agent\u2019s name may be withdrawn when the corporation has ceased entirely to do business in the State, to conclude that, as the presence of an agent at such a time would be entirely superfluous, as there could be no need of any one to be served, the name might then be withdrawn. But in the instant case, was not the appellee doing business in the State of Illinois on January 4, 1915? The arbitration agreement was entered into on March 6, 1913, and on November 5, 1914, the arbitrators made their award and signified that appellant was entitled to recover. Of course, the matter of the arbitration, being the result of an unexecuted, unfinished contract between appellant and appellee, was the \u201cbusiness\u201d of both parties, each was interested in its side and in its success, and probably would be affected as a matter of profit or loss, according to the ultimate determination of the arbitration. A voluntary arbitration involving profit or loss to the extent of thousands of dollars is as much a matter of \u201cbusiness\u201d as far as the appellee is concerned as any matter of building construction. So on December 18, 1914, the date when appellee undertook to withdraw the name of Sawyer as its agent, it cannot he said, reasonably, that it was not doing business in this State.\nIn the case of Forrest v. Pittsburgh Bridge Co., 116 Fed. 357, Forrest brought suit against the Pittsburgh Bridge Company and served one Church, a former agent of the corporation, on April 22, 1901, although the company had not only gone out of business in the State of Illinois, but at a prior date, May 12, 1900, ceased doing business anywhere, and was from that time on settling up its affairs. Judge G-rosscup\u2019s opinion in that case is undoubtedly to the effect that a foreign corporation, \u201cnot doing business in the State, cannot be held to be found in the State.\u201d That case, however, is not in point, where as here the corporation is still doing business in the foreign State. Of course, it looks as though after service on Bentley, Burling and Swan, appellee had made a deliberate effort to escape a threatened judgment, and so conduct itself that no notice could be served and no judgment be entered, and the . normal result of the private contract of arbitration entirely thwarted and rendered nugatory. It may be assumed that if the award, had been favorable to appellee, the latter would have considered the result as taking place in the State of Illinois and as part of and belonging to its business. The contract of arbitration of March 6, 1913, was the outgrowth of and provided for in the building contract of October 30, 1911. It is difficult to escape the conclusion that the arbitration proceedings and the award, arising as they do by reason of the terms of the original building contract, was a matter of business. If \u201c a man does business when he contracts obligations,\u201d according to the dictum of Mr. Justice Brown in Knights Templars\u2019 & Masons\u2019 Life Indemnity Co. v. Jarman, 187 U. S. 197, it may be said, also, that the acts of the parties in fulfilment of their contractual obligations constitute business at least as meant and intended by the statute in question. We are therefore of the opinion that the appellee on January 4, 1915, at the time when Sawyer was served with notice, had not entirely ceased doing business in the State of Illinois, and that such service was sufficient. BrownKetcham Iron Works v. Geo. B. Swift Co., 53 Ind. App. 630, 100 N. E. 584, at 590. The judgment of the trial court therefore is reversed and the cause remanded.\nReversed and remanded.", "type": "majority", "author": "Mr. Justice Taylor" } ], "attorneys": [ "Bulkley, More & Tallmadge, for appellant.", "Bentley, Burling & Swan, for appellee." ], "corrections": "", "head_matter": "Sturges & Burn Manufacturing Company, Appellant, v. Unit Construction Company, Appellee.\nGen. No. 21,966.\n1. Arbitration and award \u2014 what is character of notice of final judgment. The \u201cnotice\u201d of final judgment on an award of arbitrators provided for by Hurd\u2019s Rev. St. ch. 10, sec. 7 (J. & A. If 462) is. not to be construed as synonymous with \u201cprocess\u201d but as equivalent to knowledge or information.\n2. Arbitration and award \u2014 when court has jurisdiction upon filing of award. Persons who agree to arbitrate their differences in the method provided by Hurd\u2019s Rev. St. ch. 10, sec. 16 (J. & A. If 471) and in their agreement provide that the award made pursuant thereto \u201cmay be filed in the Circuit Court of Cook county, and judgment entered thereon,\u201d by such agreement definitely subject themselves to the jurisdiction of that court.\n3. Arbitration and award \u2014 what is effect of service of notice in another State on jurisdiction of court. Under an agreement entered into to arbitrate differences in the manner provided by Hurd\u2019s Rev. St. ch. 10, sec. 16 (J. & A. If 471), which agreement provides that any award thereunder may be filed in the Circuit Court of Cook county and judgment entered thereon, after an award has been made and the notice provided by section 7 (J. & A. If 462) of the statute has been given and the award has been filed in the Circuit Court, that court obtains jurisdiction, even though the notice was served in another State.\n4. Arbitration and award \u2014 when party may not claim that notice is not due process of law. One who signs an arbitration agreement under which he voluntarily and with knowledge waives everything beyond mere notice or information cannot claim that notice thereunder served outside of the State is not due process of law.\n5. Corporations, \u00a7 709 \u2014 when foreign corporation is doing business within State. Even though a foreign corporation has filed a renunciation of its license to do business in the State and has revoked its statutory license, it cannot be held entirely to have ceased doing \u201cbusiness\u201d where there remains pending a proceeding to enforce an award against it rendered under a voluntary arbitration agreement entered into by it in the State while it still retained its license to do business, and service of notice provided for the agreement and the statute under which it was entered into may be made upon its statutory agent.\nAppeal from the Circuit Court of Cook county; the Hon. John P. McGoortt, Judge, presiding. Heard in the Branch Appellate Court at the October term, 1915.\nReversed and remanded.\nOpinion filed June 27, 1917.\nRehearing denied July 13, 1917.\nBulkley, More & Tallmadge, for appellant.\nBentley, Burling & Swan, for appellee.\nSee Illinois Notes Digest, Vols. XI to XV, and Cumulative Quarterly, same topic and section number." }, "file_name": "0074-01", "first_page_order": 100, "last_page_order": 109 }