UNITED surns v. Ammuoau sam. rmrnruonm oo. 41
licensee;were to be terminated, and then, but not before, the Bell
Telephone Company was entitled to resume and recover the rights it
· had parted with.
While the contracts are subsisting, the local or licensee corporation
acts exclusively for itself, and for its own beneht, and at its own risk
' and expense, in collecting said rents and royalties. When the con-
tracts are canceled the rights of the Bell Telephone Company reat-
tach, so thatno agency relation, in fact or in law, exists or was in-
tended between said parties during the continuance of said contracts.
In purchasing the right to collect and appropriate to its own use, for
one yearin advance, (and from year to year while it observes and
performs the stipulations of the contract,) the rents and royalties to
be paidrhy the user or customer of private-line telephones, the local
corporations cannot properly be regarded as acting for or as repre-
senting the Bell Telephone Company in regard to such matters, oras
establishing the fact that the latter is carrying on business in Ohio.
It is disclosed in the plea that but few of these private-line licenses,
with rents and 'royalties reserved to the Bel-l Company, were ever, in
fact, issued or used. Under the facts stated in the plea, it is impos-
sible to see in what way the American Bell Telephone Company has
invoked either the comity of this state, or placed itself or its business
within the jurisdiction or operation of its laws, so·as to be found here;
All that has so far been done by it in respect to the making and exe-
cution of the license contracts was actually done and transacted in
Boston, Massachusetts. The existence of these contracts, with the
rights conferred upon the licensee or lessee, and the rights and powers,
however large, reserved to the licenser or lessor, does not constitute
the carrying on of business in Ohio by the American Bell Telephone
Company. The authorities do not define with exactness what is meant
by the terms "carrying on business," but none go to the extent of hold-
ing that such transactions as the American Bell Telephone Company
has had with the licensee corporations of Ohio, at its place of business,
in Boston, and not elsewhere, will constitute the carrying on the busi-
ness by it in Ohio. Assuming the truth of the facts set out in the ·
plea, a judgment against the American Bell Company in the state
court, based upon such service as herein presented, would not be en-
forceable or have any validity elsewhere. ‘
The terms "managing agent" indicate the character ofthe business
the foreign corporation must be engaged in transacting in order to be
liable to suit here. They clearly imply the carrying on of the cor-
porate business, or some substantial part thereof, by means of an
agent who manages and conducts the same, within the limits of the
state, for and on account of the foreign corporation. The business
done must rise to the dignity and importance implied by the phrase
"managin`g agent" in order to come within the operation of the stat¤
ute; But we. cannot understand how alocal corporation; as a dis-