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Cooper v. Amerada Hess Corp.9/15/2000
Plaintiffs were not required by Section 38-3-1(D)(1) to file their action in Lea County.
3. VENUE OF DEFENDANTS WHO ARE FOREIGN CORPORATIONS
Plaintiffs argue that as to Defendants Amerada, Chevron, Dynegy, Concho, Arch, and Rice, who are foreign corporations, venue lies in Santa Fe County pursuant to Section 38-3-1(F) (1955). Plaintiffs rely on the fact that each of these Defendants has appointed a statutory agent with a Santa Fe County address. Defendants respond that their statutory agents, CT Corporation System and Prentice Hall Corporation System, are themselves foreign corporations, and that under the holding of Aetna Finance Co. v. Gutierrez, 96 N.M. 538, 632 P.2d 1176 (1981), CT Corporation System and Prentice Hall Corporation System do not reside in New Mexico. Therefore, according to Defendants, their statutory agents do not reside in Santa Fe County or any other county within New Mexico.
Section 38-3-1(F) provides both "a carrot and a stick." The "stick" is amenability of a foreign corporation to suit in any county, however inconvenient, in the absence of a statutory agent who resides in New Mexico. The "carrot" is the ability of the foreign corporation to avoid statewide amenability to suit by designating a statutory agent who resides in a given county.
Two circumstances convince us that the Legislature did not contemplate the appointment of a foreign corporation as a statutory agent when it enacted Section 38-3-1(F). First, a statutory agent with a definable residence within New Mexico is central to the statutory scheme enacted by Section 38-3-1(F). The appointment of a foreign corporation as statutory agent frustrates the statutory scheme envisioned by the Legislature when it enacted Section 38-3-1(F) in 1955, because a foreign corporation is a non-resident, and, therefore, has no residence within New Mexico. See Aetna Finance Co., 96 N.M. at 540-41, 632 P.2d at 1178-79 (citing Seaboard Rice Milling Co. v. Chicago, Rock Island & Pacific Ry. Co., 270 U.S. 363 (1926); noting traditional general rule that a corporation is considered a resident only of its state of incorporation). Second, Section 38-3-1(F) was enacted on March 28, 1955, as part of 1955 N.M. Laws, ch. 258. As of that date, New Mexico law required that the statutory agent for a foreign corporation be "a domestic corporation or a natural person of full age actually resident in this state. . . ." NMSA 1953, § 51-10-4 (1905, as amended through 1951). It was not until 1967, in the course of a general reworking of corporation law, that the Legislature provided that a domestic or foreign corporation's registered agent could be a foreign corporation. 1967 N.M. Laws, ch. 81, §§ 11, 110 (now codified as NMSA 1978, §§ 53-11-8, 53-17-9). Thus, as of the date of enactment of Section 38-3-1(F), New Mexico law did not provide for a foreign corporation to appoint another foreign corporation as its statutory agent.
We recognize that in some circumstances we have found it feasible to harmonize apparent inconsistencies among statutes. See Barela v. Midcon of New Mexico, Inc., 109 N.M. 360, 364, 785 P.2d 271, 275 (Ct. App. 1989) (reading reference to AMA guidelines for evaluation of permanent impairment contained in partial disability provision of Interim Workers' Compensation Act into related total disability provision). In Barela, we were satisfied that the Legislature intended to "establish certain benchmarks and to leave to the courts the task of `rationalizing' the provisions of the statute." Id. Here, we find no clear basis for assuming that the Legislature intended to establish benchmarks, leaving it to the courts to harmonize any apparent gaps or incons
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