Security Trust & Safe Deposit Co. v. Walls

delivering the opinion of the Court:

The difficulties of the present case, more apparent than real, seem best solved by the chronological discussion of the attachment laws considered in connection with the statutory provisions concerning the domestication of foreign insurance companies.

In 1837 it had been determined by Holland v. Leslie, 2 Harr. 306 , that a corporation, in the absence of statute, was not subject to the attachment laws and could not be summoned as garnishee. So the law remained until 1871. By Chapter 90, Vol. 14, Laws Delaware, p. 100, certain corporations (the exceptions not being here material) were made subject to the attachment laws. The statute, however, only applied to corporations of the State of Delaware, and under this statute service of attachments were required to be made on the President, Treasurer, Cashier or Paying Clerk.

In 1879, by Section 5, c. 22, Vol. 16, Laws Delaware, p. 29, amended by Act of 1881 (Section 7 of Chapter 347, Volume 16, Laws of Delaware, p. 359), foreign corporations transacting any insurance business in Delaware were required, inter alla, to file a certificate giving the name and residence of “a person or agent” upon whom service of process could be made.

In 1889, by Chapter 681, Vol. 18, Laws Delaware, p. 947, the Attachment Law (Chapter 90, Vol. 14, supra) was amended by striking out its restriction to Delaware corporations and making it applicable to all corporations doing business in Delaware.

The foregoing was the statutory status at the time of the decision of National Bank of Wilmington & Brandywine v. Furtick, 2 Marv. 35 , 42 A. 479 , 44 L. R.

In 1901, by Section 7 of Chapter 99, Volume 22, Laws of Delaware, the pertinent provisions of the foreign insurance companies’ Acts of 1879 and 1881 were re-enacted, namely, that the insurance company should certify to the Insurance Commissioner the name and residence “of some person or agent within this State upon whom service of process may be made.” This provision may be found as Section 578 of the Revised Code of 1915, being a portion of Chapter 20 of such Code.

In 1905, by Chapter 71, § 1, Vol. 23, Laws Delaware, page 112, it was enacted that no foreign insurance company should transact business in Delaware “until it shall have first appointed in writing the Insurance Commissioner of this State to be its attorney in this State, upon whom all

This provision may be found as Section 606 of the Revised Code of 1915, being a portion of Chapter 20 of such Code.

In chronological order there now came an amendment to the Attachment Law. In 1919, by Chapter 226, Vol. 30, Laws Delaware, p. 608, the former law (found as Section 4120 of the Revised Code of 1915) was repealed and reenacted with some change as to the officers upon whom service of attachment process might be had. In addition to the “president, treasurer, cashier, or paying clerk,” as theretofore provided for the service of attachment process, there was added “any Director or the registered agent.” It will thus be seen that by force of the two amendments of 1889 and 1919 to the original Attachment Law, all foreign corporations were made subject to be attached by the serving of process on the “registered agent” in addition to the other stipulated officers.

In 1931 all existing insurance laws were codified and consolidated by Chapter 52, Vol. 37, Laws Delaware, the title of which is, as follows:

“An Act to amend, revise and consolidate the Laws regulating the business of Insurance in this State, and for this purpose to repeal certain existing Laws relating to the business of Insurance, and to substitute for the same the revision and consolidation set forth in this Act, such revision and consolidation to become and be Chapter 20 of Title Six of the Revised, Code of the State of Delaware of 1915.”

This act is an express repealer of insurance legislation,

The Act of 1931, by “579. Sec. 8 (e),” page 176, substantially re-enacted the provisions of the 1905 Act providing for the appointment of the Insurance Commissioner as attorney for foreign insurance corporations and providing for the service of process on this attorney with the same legal force and validity as if served on the company.

The gist of the question now before us is, whether the Insurance Commissioner, by virtue of his appointment by a foreign insurance company as attorney for the service of process, is embraced within the term “registered agent” as used in the attachment laws as indicative of the person upon whom attachments could be served. We think he is. There is no magic in the term “registered agent.” It simply means an agent who is registered or one who is designated by the company for the service of legal process pursuant to some statutory authority. The foreign insurance companies, by statute, from 1879 to 1905 filed a certificate giving the name of some “person or agent” on whom process should be served. Since 1905 the State of Delaware, like most other States, and partly to prevent inconvenience arising from the resignation, death or removal of the agent, has required that foreign insurance companies designate the Insurance Commissioner as the person on whom process should be served. 17 Fletcher on Corporations, § 8456. It is of no moment that these statutes use the term “attorney” as the designation of the agency to receive the service of process and not the express term “agent” itself. This is apparent from every consideration, including the history and effect of the statutory changes, and becomes doubly apparent from another viewpoint.

We are not unmindful of the fact that attáchments are purely statutory in their origin and that service of process of attachments must be made in strict conformity with the statute. We think it clear, however, that the Insurance Commissioner, the statutory attorney on whom process against a foreign insurance company may be served, is the

The motion to vacate the return is denied.