42 . FEDERAL nnronrisa. .
tinct and legal entity, in carrying onand conducting the business of
. telephony in Ohio,.for which it was chartered and organized, can be
regarded, either in fact or in law, as the "managing agent" of a for.
eign corporation in respect to that same business. . How can the trans-
action of its own business by thelocal corporation make it the "man-
. aging agent" of another and a foreign corporation having separate and
. distinct corporate functions? This would be an anomaly in the law.
If such relation could exist under such circumstances, its actual ex-
istenceis positively and distinctly denied by the plea, and is neither
disclosed by the contracts nor alleged in the bill. If a customer of
the local corporation should sustain damage by reason of some neglect,
misco.nduct`,or default on its part in the reception and transmission
of messages, or otherwise, would it be asserted, or if asserted could
it bemaintained, that such customercould, under .the contracts in
questiomproceed directly against. the American.Bell Telephone Com-
pany asgthe real principal. and hold it liable for theinjury sustained?
Clearly not. The Bell Telephone Company cannot, therefore, be held
` or considered _as carrying on the business of telephony conducted by
the local corporation, and that is the only business done. .
Furnishing the means necessary to enable the licenseecompanies
to transact the business of telephony in Ohio, either upon a fixed rental
and royalty on the telephone instruments us_ed, or a percentage of the
gross receipts of the business, does not constitute the carrying on of
that business by the American Bell Telephone Co1:npany,.or make the
licensee companies its Ymanaging agents," so as to render it ame-
nable to suit here. The decisionsofrseveral states whose statutes em-
ploy similar terms to this foreign corporation act of Ohio uniformly
construe. the words ·“managing agent" as designating some principal
ohicer of the corporation who, either generally-or in respect to some
substantial part of _the corporate business, has a controlling authority
in the particular locality. t Thus,. in Upper Mississippi Transp. Co.
v. Whitaker, 16 Wis. 233, it was held that the captain of a steam-boat
was not a ·*.ma¤’sgi¤g, agent"_ of the transportation company which
. owned the boat. The court says :. "This statute relates to an agent
havingya general supervision over the affairs of the corporation."
See, also, Lake Shore at M. S. R. C0. v. Hunt, 39 Mich. 470. In
Reddington v. Mariposa L. at M.,Co., 19 Hun, 405, the court say:
"It is quite clear that thelegislature attached importance to the term
•managing agent,' and employed it to distinguish a person who should
be invested withgeneral power, involving the exercise of judgment
_ and discretion, from an ordinary agentand employe who acted in an
· inferior capacity." In Flynn v. Hudson River R. Oo.`, 6. How. Pr. 308,
··   _ ' the court held that a "managing agent ” contemplated by the statute
‘ ‘ · ·` was one having "the same general supervision and control ofthe gen-
V eral interests of the corporation thatare usually associated gwith the
ollfice of cashier or secretary." The Ohio process act (section 5044,