Dissenting.—We are called upon in this case to determine whether a foreign corporation, not having ah agency established in the State for the transaction of any portion of its business, and upon whose property the plaintiff has not acquired a lien by attachment, or garnishment, is made subject to the jurisdiction of our Courts, by service of process on its secretary, found within the State.
The determination of this question makes necessary an exposition of the Sections 18 and 56 of Chap. 66, Gen. Stat., and of an act approved Feb. 28, 1866, entitled “ a bill for an act to provide for the service of mesne process on foreign corporations,” found on page 494 of the General Statutes. Those several statutory enactments read as follows:
*287“ Sec. 48. Tbe summons shall be served by delivering ■ a copy thereof as follows :
1. If the action is against a corporation, to the president or other head of the corporation, secretary, cashier, treasurer, a director or managing agent thereof; but such service can be made in respect to a foreign corporation only when it has property within this State, or the cause of action arose therein.”
“Sec. 56. No corporation is subject to the jurisdiction of a Court of this State, unless it appears in the Court, or has been created by or under the laws of this State, or has an agency established therein for the transaction of some portion of its business, or has property therein upon which the plaintiff has acquired a lien by attachment or garnishment, and in the last case only to the extent of such property at the time the jurisdiction attached.”
The law of 1866 reads:
“ Sec. 1. That the summons in any civil action or proceeding wherein a foreign corporation is defendant, may be served by delivering a copy thereof to the president, secretary, or any managing or general agent of said foreign corporation, and such service shall be of the same force, effect and validity as like service upon domestic corporations.”
“ Sec. 2. This act shall have full force and effect notwithstanding any provisions of the General Statutes, or other law of the state inconsistent herewith, and shall be published with, and as a part of the General Statutes.”
In the discussion of this question, I proceed upon the hypothesis, that the act last cited is to be construed as subsequent to Chapter 66 of the General Statutes, and that, therefore, when there is an irreconcilable repugnancy, the former abrogates the latter. This hypothesis I adopt without approving, because it does not seem to me necessary to discuss the questions which arise in any other view of the case.
*288These several provisions of the statutes must be read together, and made to harmonize if possible ; for it is a well settled rule of interpretation, that in construing any part of a law, the whole must be considered, as the different parts reflect light on each other, and if possible, such construction is to be given as will avoid any contradiction or inconsistency. It must be admitted that there is at least an apparent inconsistency, not alone between the law of 1866 and the other portion of the statutes quoted, but more particularly between Sections 48 and 56. Section 48 seems to allow service upon a foreign corporation in all cases where it has property in the State, or the cause of action arose therein.
Section 56 in express language declares that such corporation is not subject to the jurisdiction of the Courts, unless certain other conditions exist. Which section shall be deemed the true expression of the legislative wilLon this point ? To the words of each perhaps should -be accorded peculiar weight, in respect to the subject matter to which the mind of the' legislature was turned when the section was framed and, considered. The words of a legislator or judge are always to be understood as having regard to the subject matter under consideration, for that is always supposed to be in his eye, and all his thoughts are supposed to be expressed with reference to it. Sedgwiclc on Stat'and Oon.. Laio,236-7, sec. 56, refers exclusively to the jurisdiction of the Courts over corporations, and it states how the jurisdiction may be acquired, and under what circumstances. Its language is positive, clear, and unambigious. Whereas the subject matter to which the mind of the framers of the statute was principally drawn in wording Section 48, -is the manner, of serving the summons, and the idea which seems to.be involved in one clause of the section in conflict with the clear meaning of Section 56, is not expressed directly, or positively, but inferentially. Under *289these circumstances I think the conclusion is not only reasonable, but almost irresistible, that the meaning of the legislature, in respect to the jurisdiction of the Courts over corporations, is more certainly to be drawn from the language of the latter, than from that of the former section. If this conclusion is not erroneous, then unless the law in this respect is changed by the enactment of 1866 above referred to, at follows that the ' mere fact that the defendant has property within the State, not attached b}r the plaintiff, or that the cause of action arose within the state, does not give jurisdiction.
Does the Jaw of 1866 repeal by implication, section 56? It must be admitted that that law is loosely worded; from its language the meaning of the legislature is not at first sight clearly apparent. But it is' to be remembered in the discussion of this question, that repeals by implication are not favored. In cases of seeming contradiction in statutes, if by interpretation tliey may stand together, they shall so stand ; and if two laws only so far disagree or differ as that they may by any other construction both stand, they will both be upheld; for whenever this can be done, the rule that subsequent laws abrogate prior ones, does not apply, and the last law will not operate as a repeal' of the former. Smith on Stat. Law, 819; see also Canal Company vs. R. R. Co., 4 Gill. & John. 6; 1 Bish. Cr. Law, (4th Ed.) sec. 197, and cases cited in notes. Unless these rules of construction are to be disregarded, it does not seem to me very apparent how we can hold that the law of 1866, abrogates or controls section 56, for certainly the terms and provisions of these enactments, are not less reconcilable and consistent, than the terms and provisions of sections 48 cmd 56, which we have found it necessary to harmonize. Nor do I think there is any reason why the same rules of interpretation and construction should not be applied in both cases. The act of 1866 relates’to the *290service of the summons on foreign corporations, and its general language is to be understood as having reference to that subject matter. It does not clearly appear to have been the intention of the legislature, by that act, to give to the courts.jurisdiction over foreign corporations in cases in which jurisdiction was before denied. If it did not so intend, there is no conflict, and if there is not a conflict manifest and irreconcilable, there is no repeal by implication. A correct exposition of the several parts of the statute above referred to, I think, is, that See. 48 (and 49), and the law of 1866, provide for the service of process in cases in which the Courts have jurisdiction, but do not enlarge the jurisdiction, and that See. 56 determines the extent of the jurisdiction. This construction does not make the law of 1866 meaningless, for it will be observed that See. 48 declares that service on foreign corporations can only be made if it has property in the State, or the cause of action arose therein ; while from See. 56, it would appear, that the legislature intended to confer jurisdiction on the Courts, in actions against such corporations, when they have an agency established in the State for the transaction of some-portion of their business. In other words, the one section declares that foreign corporations shall be subject to the jurisdiction of the Courts under certain circumstances; the other, that under the same circumstances a summons shall not be served on them. The law of 1866 remedies the defect, and allows service on a foreign corporation having an office in the State for the management of a part of its business, by delivering a copy of the summons to its general agent, found in the State, though -it may have no property in the State, or the cause of action may not have arisen therein.
A plaintiff is not required, on service of a summons upon a, foreign corporation, to make proof of the facts showing jurisdiction, but if he claims jurisdiction, on'the ground of hav*291ing acquired a lien on the defendant’s property, it is incumbent on him, on a motion to set aside the service, to establish such lien. The plaintiff did not attempt this, but insists on his right to maintain the action, on the ground that the defendant has property within the State, and that the cause of action arose therein, and therefore I think the order appealed from should be affirmed.
It is objected, that the defendant’s counsel not havingmade this a ground of his motion to set aside the service, it should not have been considered. But admitting that the notice of motion is not sufficiently specific, that is not sufficient ground for the reversal of the order appealed from, for it is not pretended that the pláintiff is prejudiced by the want of notice of the particular ground of objection, or that he could have supplied the wanting proof, if notice had been given.