Overland MacHined Products, Inc. v. Swingline, Inc.

BURKE, P. J.

Two New York corporations executed a written contract with a California corporation, and later a purchase order based on the written contract, for the manufacture of certain stapling devices. A third corporation, a California corporation, having all of its stock owned by the minority stockholders of one of the New York firms, actually merchandized the products in California.

The New York corporations were purportedly served with process in the instant action by service on the president of the California corporation as “general manager” in this state for the New York firms. The latter firms moved to quash such attempted service of summons and complaint and the motion was granted. Plaintiff appeals.

The test for amenability of foreign corporations to service of process of state courts is no longer a question of whether there were a sufficient number of acts within the state to have constituted “doing business” in the old commercial sense, but is rather a qualitative problem.

International Shoe Co.

v.

Washington,

326 U.S. 310 [66 S.Ct. 154, 90 L.Ed. 95, 161 A.L.R. 1057], established the “fair play and substantial justice” theory which has been incorporated in California decisions. The present test of amenability to service is whether the foreign corporation has committed “any act or acts creating such contact with the state as to make it reasonable to require the foreign corporation to defend the particular suit which is brought, providing the maintenance of the suit does not offend traditional notions of fair play and substantial justice.”

(James R. Twiss, Ltd.

v.

Superior Court,

215 Cal.App.2d 247, 254 [30 Cal.Rptr. 98] and

Sims

v.

National Engineering Co.,

221 Cal.App.2d 511 [34 Cal.Rptr. 537].)

Defendants assert they have maintained an arm’s length relationship to their California affiliate and its presi

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