Moran Towing & Transportation Co. v. Superior Court

DOOLING, J. Petitioner, Moran Towing and Transportation Company, a corporation organized under the laws of New York, was sued for the wrongful death of one Fred [241]Schwecke. The corporation having withdrawn from the state, service was made on the secretary of state pursuant to Corporations Code, section 6504 (formerly Civ. Code, §406a). Petitioner appeared specially on a motion to quash and its motion was denied. It seeks a writ of prohibition on the grounds that it was not engaged in any intrastate business in California and that its sole business in California was as an agent of the United States government.

Petitioner entered California solely for the performance of a “general agency agreement" with the War Shipping Administration of the United States. Under this agreement it opened an office in San Francisco and had charge of a fleet of tugboats belonging to the United States while they were in San-Francisco Bay, repairing, supplying and maintaining them, purchasing food for use on board, hiring crews, and paying for such supplies, repairs and maintenance, and the wages of the crews. When the tugs were to leave San Francisco Bay they sailed under sealed orders furnished by the U. S. Navy. For its services petitioner received $630 per month per tug. While the tugs were not engaged in intrastate commerce but went exclusively to foreign ports or to the open sea as a part of the war effort, that the petitioner’s activities were of a character to constitute the doing of intrastate business is made clear by the recent decision in Oro Navigation Co. v. Superior Court, 82 Cal.App.2d 884 [187 P.2d 444], Indeed the particular tugboat on which the decedent Schwecke met his death had been withdrawn from service and was docked in San Francisco Bay preparatory to being decommissioned here.

The more serious question is presented by the claim that the petitioner was constitutionally exempt from state regulation, including the requirement that upon withdrawing from the state it remain subject to substituted service, by reason of the fact that it entered the state and transacted business herein solely on behalf of the United States of America. Petitioner relies on Pembina Consolidated Co. v. Pennsylvania, 125 U.S. 181 [8 S.Ct. 737, 31 L.Ed. 650] ; Horn Silver Mining Co. v. New York, 143 U.S. 305, 314-315 [12 S.Ct. 403, 36 L.Ed. 164] ; and Boteler v. Conway, 13 Cal.App.2d 79, 84 [56 P.2d 587]. Those cases contain language indicating that the state can impose no restrictions upon a foreign corporation entering the state solely as an agent of the federal government.