Appeal, No. 199, Jan. T., 1950, from order of Court of Common Pleas No. 4 of Philadelphia County, Sept. T., 1949, No. 2362, in case of John J. Rumig et al. v. Ripley Manufacturing Corp. et al. Order affirmed.
Henry S. Ambler, with him Frank R. Ambler, for appellant.
Harry O. Weinberg, for appellees.
Before Drew, C.j., Stearne, Jones, Ladner and Chidsey, JJ.
OPINION BY MR. JUSTICE CHIDSEY
This is an action in trespass by John J. Rumig and others, all of whom are members of the Fire Department of the City of Philadelphia, against Ripley Manufacturing Corp., a New York corporation, Ripley Clothes Phila. Inc., a Pennsylvania corporation, and George W. Neff, a resident of Philadelphia, to recover damages for personal injuries sustained when a false ceiling on the premises of the Pennsylvania corporation fell upon them while they were in the performance of their duties as firemen. Ripley Manufacturing Corp. was served by registered mail sent to the Secretary of the Commonwealth as required by the Act of 1937, P.L. 2747, 12 PS § 331, et seq.,*fn1 now incorporated into Pennsylvania Rules of Civil Procedure § 2079. The corporation filed preliminary objections challenging the jurisdiction of the court below. This appeal is from an order overruling the objections.
The complaint, answer and depositions taken disclose the following facts: Ripley Manufacturing Corp. is a New York corporation. Negotiations were begun for the leasing of premises at 1215 Market Street, Philadelphia, by an officer of the New York corporation prior to the existence of Ripley Clothes Phila. Inc. The latter corporation was formed by the four men who are owners of all the stock of Ripley Manufacturing Corp., specifically for the purpose of entering into the lease. Ripley Manufacturing Corp. guaranteed performance by Ripley Clothes of all the terms, covenants, conditions and obligations of the lease. George W. Neff, an architect, was engaged by an officer of Ripley Manufacturing Corp. to prepare plans for alteration and repair of the premises. The money used by Ripley Clothes to pay for the alterations was advanced by the New York corporation and the common stockholders. No notes evidencing these advances were given. One Ben Stern, an employe of Ripley Manufacturing Corp., was in charge of letting and passing upon contracts, and had the responsibility to see that alterations were properly made. He was supervisor of the alterations with authority to overrule the architect, which authority he exercised on several occasions. He was not an employe of the Pennsylvania corporation.
Ripley Clothes has its main office in the office of Ripley Manufacturing Corp., in New York. Its books and records are kept there. It obtains all merchandise from the New York corporation which manufactures clothing. The Pennsylvania corporation sells at prices fixed by the New York corporation, and is allowed to retain only sufficient funds to cover expenses and provide for profits. It uses the advertising slogan of the New York corporation.
The court below concluded from the foregoing facts that: "It is thus apparent that the Pennsylvania corporation
is controlled by the New York corporation, through its stockholders and officers, and that it is a mere sales agent acting wholly under the authority and for the benefit of the latter. The identity of interest could not be ...