(dissenting.)
I dissent: The Sheldons, as stated in the opinion of the court, were the officers and agents of defendant, residing and performing their duties to the bank at their offices in the city of Minneapolis, *25this state. They were the controlling owners of the bank, and had authority to and in fact entered into the contracts in question at their offices in this state, and thereby bound the bank to the obligations thus created. Plaintiff, a Minnesota corporation, with its place of business also in this state, fully performed the contracts and during the time thereof, extending over a period of a year and a half, the Sheldons, for the bank, from their Minneapolis offices, made periodical payments as the work of performance progressed. On the completion thereof a controversy arose as to the balance due, plaintiff claiming more than defendant was willing to concede. For an adjustment and settlement of the dispute defendant, through its cashier and from its banking house in Montana, referred plaintiff to the Sheldons for a personal conference at their Minneapolis office as the best method of reaching an understanding and settlement of the dispute. The conference was had at the office of the Sheldons and an effort made to adjust differences between the parties but without success; no settlement was reached. Here the matter seems to have been dropped for four or five months when this action was brought by plaintiff to recover the amount claimed to be due. The summons was served, as provided for by G. S. 1913, § 7735, on one of the Sheldons, then president of the bank, and who participated in the original transaction and the attempt to effect a settlement of the controversy, at his office in this state; the relation between the bank and the Sheldons being then the same as when the contracts were entered into.
The contention of defendant, in effect sustained by the court, that on the facts stated defendant was not doing business in this state at the time in question, of a character to expose it to suit in our courts, seems directly in conflict with Atkinson v. U. S. Operating Co. 129 Minn. 232, 152 N. W. 410, L. R. A. 1916E, 241, and the decision of the Supreme Court of the United States, the final authority in such cases, in St. Louis S. W. Ry. Co. v. Alexander, 227 U. S. 218, 33 Sup. Ct. 245, 57 L. ed. 486, Ann. Cas. 1915B, 77. And the further holding of the court, based on a concession, for the purposes of the case, that defendant was in fact doing business in the state up to the point when *26the negotiations for a settlement terminated, that, since it does not appear that the hank was transacting other business in the state at the time the summons was served, the service in question, though upon the accredited officer and agent of the bank, with whom the transactions were had, still representing the bank in this state, was unauthorized and ineffectual for any purpose, is at variance with the general rule that the corporation in such case cannot by suspending activities in the state escape the jurisdiction of the courts thereof as to past transactions. 21 R. C. L. 1344. That rule is well settled and applies to foreign corporations which do not comply with our statute, yet by business transactions here entered into incur obligations to be performed therein. In theory of the law in such case the foreiegn corporation is present within the state at the time thé transaction occurs, and by the same token remains therein until all rights arising therefrom are satisfied and discharged. 21 R. C. L. 1350; Paulus v. Hart-Parr Co. 136 Wis. 601, 118 N. W. 248; State v. U. S. Mut. Acc. Assn. 67 Wis. 624, 31 N. W. 229; Hunter v. Mutual Reserve Life Ins. Co. 184 N. Y. 136, 76 N. E. 1072, 30 L. R. A. (N. S.) 677, 6 Ann. Cas. 291; Foster v. Charles Betcher Lumber Co. 5 S. D. 57, 58 N. W. 9, 23 L. R. A. 490, 49 Am. Rep. 859; Ben Franklin Ins. Co. v. Gillett, 54 Md. 212; Hagerman v. Empire Slate Co. 97 Pa. St. 534; Klop v. Creston City Guarantee Water Works Co. 34 Neb. 808, 52 N. W. 819, 33 Am. St. 666; Moulin v. Trenton Mut. L. & F. Ins. Co. 25 N. J. Law, 57. In the last case cited the court remarked in the opinion that the fact that the corporation had ceased to transact business in the state, whatever technical difficulty it may seem to create, cannot alter the reason or justice of the rule.
Fletcher v. Southern Colonization Co. 148 Minn. 143, 181 N. W. 205, is not in point. Plaintiff there, was not a citizen of the state, defendant was a foreign corporation, and, to give the courts of this state jurisdiction, a showing that the corporation was within the state transacting business therein when the suit was commenced was necessary.
Quinn, J. (dissenting.)I concur in the dissent.