This action is brought to recover damages for breach of contract. Plaintiff is a domestic corporation. Defendant is incorporated under the laws of the State of New Jersey. It is engaged in the business of the manufacture of silk and rayon fabrics at 53 Ann street, Clifton, N.J., where it has its office. It has no other office or place of business. It does no business within the State of New York and has made no designation with the Secretary of State of New York of a *Page 245 person upon whom process may be served in this State. On February 26, 1936, a warrant of attachment was granted and levied on defendant's property located at 1441 Broadway, New York city. On March 18, 1936, plaintiff's attorney personally served a copy of the summons and complaint on Filbert L. Rosenstein at room 14, First National Bank Building, Paterson, N.J. Service was set aside by the Special Term on the ground that service on Rosenstein did not constitute good personal service outside the State on the foreign corporation under the laws of the State of New York. The order of the Special Term was unanimously affirmed, without opinion, by the Appellate Division, but an appeal to this court was allowed and the following question was certified: "Was valid service of the summons and complaint herein made upon the respondent?"
In an attachment suit, service of the summons without theState may be made either by publication (Civ. Prac. Act, § 232), or personally (Civ. Prac. Act, § 229). When personal service is the method adopted, the warrant having previously been granted,it must be made as prescribed by law (Civ. Prac. Act, § 905). This means, as prescribed by the statutes of the State of New York. There is no other authority for bringing foreign corporations under the jurisdiction of our courts. Previous to the personal service of the summons without the State and as a condition precedent to valid service, an affidavit must be filed in the action showing that a warrant of attachment, granted in the action, has been levied on property of the defendant within the State (Civ. Prac. Act, § 235). There is no evidence that such an affidavit was filed.
When an affidavit such as required by section 235 has been filed, the service may be made without the State on the foreign corporation "in the same manner as if such service were madewithin the state, except that a copy of the complaint must be * * * served with the *Page 246 summons, and that such service must be made by a person or officer authorized under section two hundred and thirty-three of this act to make service without the state," etc. (Civ. Prac. Act, § 235.) If personal service were made within the State on a foreign corporation, it must be made by delivering and leaving a copy of the summons and complaint (1) with definitely designated officers of the corporation, or (2) "to a person or public officer designated for the purpose pursuant to law by certificate filed in the department of state, the department of banks or department of insurance, whose designation is in force, or if a designee, other than a public officer, has died, resigned or removed from the state, to the secretary of state as provided by the general corporation law," or (3) "to the cashier, a director or a managing agent of the corporation, within the state, if service cannot be effected under" the foregoing provisions. (Civ. Prac. Act, § 229.)
Attempt was here made to make service under (2) above. Service was made by a citizen and resident of the State of New York and by an attorney which presumptively establishes he was over eighteen years of age. Defendant has made no designation in the State of New York upon whom process in actions pending within the courts of the State of New York may be served. Rosenstein was not an officer of the defendant corporation as provided in subdivision (1) above, or the cashier, a director or managing agent referred to in (3) above. He was designated, as required by the laws of the State of New Jersey, in defendant's certificate of incorporation, as a person upon whom process issuing out of the courts of the State of New Jersey could be served. (Laws of New Jersey, 1898, p. 410; Laws of New Jersey, 1900, p. 313.) The argument advanced that the defendant by making such designation must be deemed to have consented to the service of process in foreign actions within the meaning of such authorities asGilbert v. Burnstine *Page 247 (255 N.Y. 348) can have no weight. The designation was compulsory for the purpose of service in New Jersey actions, not voluntary, even as to service of process in actions pending in New Jersey, much less as to actions pending in foreign courts.
Subdivision (2) above clearly reads and means that service may be made on a person designated pursuant to our law by certificate filed in our Department of State or our Department of Banks or our Department of Insurance, or to our Secretary of State as provided by our General Corporation Law (Cons. Laws, ch. 23). What other meaning could it have? It is in this State that we must look for such a certificate. It was never intended that we must search the files of departments of the government of a foreign State to find whether such a certificate was there filed and then search the foreign law to learn whether the certificate was filed in accordance with the provisions of the foreign law and whether the foreign law authorized the filing of the certificate to aid our courts to secure jurisdiction over the citizens of the foreign State.
Our Legislature has laid down the method by which a foreign corporation may be brought within the jurisdiction of our courts in an attachment suit for the purposes of adjudicating the rights of the parties, to the end that the thing attached may be applied to the satisfaction of the judgment rendered to the extent of the value of the res attached. The statute must be strictly followed and the courts have no power to import something into the statute not intended by the Legislature. (Valz v.Sheepshead Bay Bungalow Corp., 249 N.Y. 122; Korn v.Lipman, 201 N.Y. 404; Cohnfeld v. Bliss, 174 App. Div. 434; affd., 220 N.Y. 681; Kieley v. Central C.C. Mfg. Co.,147 N.Y. 620, 622.) The statute here has reference to persons designated by our own laws (General Corporation. Law, § 217; Banking Law [Cons. Laws, ch. 2], § 28; Insurance Law [Cons. Laws, ch. 28], § 30), and the *Page 248 object is to facilitate service of process within the State in actions pending within the State against foreign corporations. (Bagdon v. Philadelphia Reading C. I. Co., 217 N.Y. 432.) With the same purpose and intent, the Legislature of New Jersey had made its provision for service of process in suits pending in its courts on a person designated in the certificate of incorporation of its own corporations. (Kane v. Essanay FilmMfg. Co., 98 N.J.L. 363.) It cannot be held that our Legislature intended to or did provide for service of process in a foreign State in actions pending in our courts upon persons designated by the foreign State to receive process in actions there pending. Nor did it have power to do so.
In Simon v. Southern Railway Co. (236 U.S. 115) the court says (at p. 130): "Subject to exceptions, not material here, every State has the undoubted right to provide for service of process upon any foreign corporations doing business therein; to require such companies to name agents upon whom service may be made; and also to provide that in case of the company's failure to appoint such agent, service, in proper cases, may be made upon an officer designated by law. Mutual Reserve Assn. v. Phelps,190 U.S. 147: Mutual Life Ins. Co. v. Spratley, 172 U.S. 603. But this power to designate by statute the officer upon whom service in suits against foreign corporations may be made relates to business and transactions within the jurisdiction of the State enacting the law. Otherwise, claims on contracts wherever made and suits for torts wherever committed might by virtue of such compulsory statute be drawn to the jurisdiction of any State in which the foreign corporation might at any time be carrying on business. The manifest inconvenience and hardship arising from such extraterritorial extension of jurisdiction, by virtue of the power to make such compulsory appointments, could not defeat the power if in law it could be rightfully exerted. But *Page 249 these possible inconveniences serve to emphasize the importance of the principle laid down in Old Wayne Life Association v.McDonough, 204 U.S. 22, that the statutory consent of aforeign corporation to be sued does not extend to causes ofaction arising in other states."
Suggestion has been made that all purposes are served if "notice is given" of the action pending in our courts. If so, telephone or letter would sufficiently serve the purpose. The Legislature has not so enacted. It definitely stated in clear and unequivocal language and with an intent for which no search need be made beyond the words of the applicable statutes what must be done, what steps must be taken, in what order these steps must proceed before personal service may be made without the State on a foreign corporation. The courts may neither vary the order of the steps nor substitute other or "what may be just as good" for those requirements. (Cohnfeld v. Bliss, supra.) It seems to me clear that plaintiff failed here to follow the requirements of the statute and that attempted service accomplished nothing.
For the reasons above, the orders appealed from should be affirmed, with costs, and the question certified answered in the negative.
O'BRIEN, HUBBS and LOUGHRAN, JJ., concur with CRANE, Ch. J.; RIPPEY, J., dissents in opinion; LEHMAN and FINCH, JJ., taking no part.
Orders reversed, etc. *Page 250