375 U.S. 311 (1964)
In 1961 Steve and Robert Szukhent, father and son farmers residing in Michigan, obtained two incubators from National Equipment Rental, Ltd. under a lease.1 National Equipment Rental is a Delaware corporation whose principal place of business is in New York.2 The lease was a standard printed form less than a page and a half long that contained eighteen numbered paragraphs.3
The final numbered paragraph, printed in the same type as the rest of the document and appearing immediately above the Szukhents' signatures, stated that the lessees designated Florence Weinberg, 47-21 Forty-first Street, Long Island City, New York, as agent for the purpose of accepting service of any process within the State of New York.4 The Szukhents had never met, seen, or heard of Florence Weinberg before the lawsuit.5
In 1962 National Equipment Rental filed a complaint in the United States District Court for the Eastern District of New York alleging that the Szukhents had failed to make any of the periodic payments required by the lease.6 The marshal delivered two copies of the summons and complaint to Florence Weinberg.7 On the same day she mailed the summons and complaint to the Szukhents by certified mail together with a letter stating that the documents had been served upon her as their agent pursuant to the lease.8 National Equipment Rental also notified the Szukhents of the service by certified mail.9 The Szukhents moved to quash service.10 The District Court granted the motion.11 The Court of Appeals for the Second Circuit affirmed.12 The Supreme Court granted certiorari.13
Whether the designation of Florence Weinberg in the lease created an agency authorized by appointment to receive service of process under Federal Rule of Civil Procedure 4(d)(1)?14
Federal Rule of Civil Procedure 4(d)(1) authorizes service of process upon an individual by delivering a copy of the summons and of the complaint to an agent authorized by appointment to receive service of process.15 Parties to a contract may agree in advance to submit to the jurisdiction of a given court, to permit notice to be served by the opposing party, or even to waive notice altogether.16
Yes. The lease executed in 1961 by the Szukhents contained a provision in its final numbered paragraph designating Florence Weinberg as agent for the purpose of accepting service of any process within the State of New York.17 The Szukhents signed the lease immediately below this provision printed in the same type as the remainder of the instrument.18 In 1962 the marshal delivered copies of the summons and complaint to Florence Weinberg, who then mailed them to the Szukhents along with a letter explaining the service.19
The designation created a valid agency authorized by appointment to receive service of process under Rule 4(d)(1).20
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Justice Black argued that the validity of the agency should be determined under New York law.21 New York law invalidates such appointments by nonresidents.22 Even under federal standards the appointment was a sham because the agent was chosen by the company.23
The agent was the wife of one of its officers.24 The agent had no undertaking to notify the principals.25
Joined by The Chief Justice And Mr. Justice Goldberg
Whether the lack of an explicit prior undertaking by the designated agent to transmit notice to the principals invalidated the agency?29
Under well-settled general principles of the law of agency, the principal's authorization may neither expressly nor impliedly request any expression of assent by the agent as a condition of the authority, and any exercise of power by the agent within the scope of the authorization will bind the principal.30 Prompt notice to the respondents having been given, the agency is valid.31
No. Although the lease agreement itself did not explicitly require Florence Weinberg to notify the Szukhents of the service, her prompt acceptance and transmittal of the summons and complaint to them was itself sufficient to validate the agency.3233 The Szukhents did in fact receive complete and timely notice of the lawsuit pending against them by certified mail from both Florence Weinberg and the petitioner.34
The lack of an explicit prior undertaking by the designated agent did not invalidate the agency.35
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Whether the designated agent's possible relationship to an officer of the petitioner created a conflict of interest that prevented valid service?39
An agent with authority limited to receiving service of process cannot in any meaningful sense be deemed to have had an interest antagonistic to the principals, since both the petitioner and the respondents had an equal interest in assuring that in the event of litigation the latter be given adequate and timely notice which is a prerequisite to a valid judgment.40
No. Although there was a suggestion in the record that Florence Weinberg may be related to an officer of the petitioner corporation, her authority was narrowly limited to the single purpose of receiving service of process.4142 There is no allegation that she had any pecuniary interest in the subject matter of the litigation.43
The designated agent's possible relationship to an officer of the petitioner did not create a conflict of interest that prevented valid service.44
Related opinions on this issue
Joined by The Chief Justice And Mr. Justice Goldberg