liability or obligation incurred in Pennsylvania prior to its withdrawal. There is no logical reason why a nonqualified corporation would not have continuing liabilities after withdrawal at least co-extensive with those of a qualified corporation that voluntarily withdraws.
To the extent therefore that Hill v. J. M. Lehmann Co., supra, and/or Benn v. Linden Crane Co., 326 F. Supp. 995 (E.D. Pa. 1971), are understood as holding that before service of process on a foreign nonqualified corporation may be validly obtained, the corporation must be doing business in Pennsylvania as of the date of service of process, such interpretation is expressly rejected as an inaccurate statement of the law.
Whether every foreign corporation which has ever done business within Pennsylvania remains forever amenable to service under the Pennsylvania "long-arm" statute consistent with the constitutional requisites of due process is a question I need not now decide. Whatever the constitutional limit of due process may be, I need only determine the constitutional issue with respect to the particular factual presentation of this case. In the years York marketed its products and engaged in related business activity in Pennsylvania, it purposefully availed itself of the privilege of conducting activities within this state, thereby invoking the benefits and protections of Pennsylvania law. Under the well established principles of International Shoe Co. v. Washington, 326 U.S. 310, 90 L. Ed. 95, 66 S. Ct. 154 (1945), and Hanson v. Denckla, 357 U.S. 235, 2 L. Ed. 2d 1283, 78 S. Ct. 1228 (1958), therefore, a procedure authorizing jurisdiction over York in this lawsuit can hardly be said to be undue or unreasonable. The extraterritorial process served on York pursuant to the Pennsylvania "long-arm" statute will therefore be sustained.
Spar is a corporation organized and existing under the laws of Canada with its principal place of business in Toronto and engaged in the manufacture and sale of aircraft component parts. On July 3, 1969, Spar purchased the assets of York and became a supplier of helicopter component parts to Boeing. From 1969 to the present time, Spar has made various sales of helicopter component parts to Boeing shipping the parts directly to Boeing's Pennsylvania plant. As of June, 1973, these sales totaled over $150,000.00. Additionally, since 1969, approximately twenty to twenty-five employees of Spar have visited Boeing's Pennsylvania plant for the purpose of negotiating and finalizing sales contracts of Spar products to Boeing.
By systematically shipping merchandise directly into the state and periodically visiting the state on business purposes, it is clear that Spar has performed "a series of similar acts" sufficient to constitute doing business within the state under Section 2011(C), Strick Corporation v. Cravens Homalloy (Sheffield) Ltd., supra, 352 F. Supp. at 846-847; LTM Corporation v. Edward M. Livingston & Sons, Inc., supra 339 F. Supp. at 1271-1272. Moreover, since Spar has enjoyed the benefits and protections of Pennsylvania law by virtue of these in-state business activities, the constitutional requisites of due process are equally satisfied. International Shoe Co. v. Washington, supra ; Hanson v. Denckla, supra. As jurisdiction over Spar is both statutorily and constitutionally permissible, the extraterritorial service on that corporation will be sustained.
Levy, a corporation organized and existing under the laws of Canada, is a holding company which currently owns Levy-Russell Limited which in turn owns 99.98% of the stock of Russell Industries Limited which in turn owns Levy Service. York had changed its name to Levy Service on December 31, 1971. Although not clearly established in the record, it is reasonably certain that Levy owned or controlled York during the years York was engaged in business dealings with Boeing.
In any event, the affidavits and exhibits make clear that although Levy was not itself engaged in the manufacture and sale of helicopter component parts, it played a definite role in York's manufacture and sale of such parts to Boeing. Over the course of the York-Boeing sales arrangement, Levy and Boeing periodically met and communicated directly with each other on matters concerning the York-Boeing sales contracts. The Konecny affidavit, submitted on behalf of Boeing, identifies the Levy communications as involving the more significant of the York-Boeing sales contracts. Moreover several of the meetings between Levy and Boeing personnel occurred at the Boeing plant in Pennsylvania. From these facts, it can be concluded that Levy performed a "series of similar acts" within the state sufficient to constitute doing business under Section 2011(C) by participating in the systematic and continuous shipment of York products directly into Pennsylvania and by personally negotiating business matters within the state. As has been already indicated with respect to York and Spar, by reason of these activities Levy has purposefully availed itself of the privilege of conducting activities within Pennsylvania thereby invoking the benefits and protections of its laws. Under these circumstances, due process is not violated by the extension of jurisdiction over a nonresident, International Shoe Co. v. Washington, supra ; Hanson v. Denckla, supra, and the extraterritorial service on Levy will therefore be sustained.
AND NOW, this 24th day of July, 1974, Motion of Defendants York Gears Limited, Levy Industries Limited, and Spar Aerospace Products Ltd. to Dismiss for Lack of Jurisdiction over the parties is DENIED and DISMISSED. Defendants' Motion for More Definite Statement of Plaintiff's claim is DENIED WITHOUT PREJUDICE to defendants' right to procure the requested information via discovery provisions.