79 P. 570 | Utah | 1904
Lead Opinion
The plaintiff, a foreign corporation incorporated and existing by virtue of the laws of the state of Illinois, and doing business in that state and in Utah, brought this action to recover the value of mer
The Constitution, so far as material here, provides, in section 1, art. 12, that “all corporations doing business in this state, may, as to such business, be regulated, limited or restrained by law;” and in section 4, Id., that “all corporations shall have the right to' sue, and
These several constitutional and statutory provisions are in harmony with each other, and, undoubtedly, were enacted for the purpose of placing foreign corporations which would comply with such provisions upon the same plane, in the transaction of corporate business in this State, as domestic corporations. The principal
This jurisdiction, therefore, had the absolute right
It must be conceded that the authorities as to the question herein presented and considered are in conflict and irreconcilable, but we are of the opinion that the conclusion reached is inevitable under the mandatory and prohibitory character of our constitutional and statutory provisions, and that the court erred in sustaining the demurrer to the answer.
The judgment must be reversed, with costs, and the case remanded for further proceedings in accordance herewith. It is so ordered.
Dissenting Opinion
(dissenting). The complaint in this ease contains three canses of action. The first canse of action is to recover from defendant the snm of $63.54, alleged to be dne plaintiff corporation for goods and merchandise sold by it to defendant; the second canse of action is to recover npon an assigned account for merchandise sold and delivered by the Cudahy Packing Company, a corporation, to the defendant, in the snm of $85.70, and which account, it is alleged, was duly assigned to plaintiff; and the third cause of action is npon an account for merchandise sold by E.. G-. Hines, doing business as the Hines Mercantile & Commission Company, to the defendant, in the sum of $445.95, which account, it is alleged, was duly assigned to plaintiff. Defendant answered, alleging, first, that plaintiff had not legal capacity to sue, because it had not complied with certain provisions of the statutes and the State Constitution which prescribe certain conditions upon which foreign corporations may do' business in this State; and, second, that the contract mentioned in the first cause of action and the assignments of the accounts mentioned in the second and third causes of action were null and void, for the same reasons alleged in his plea “that plaintiff had not legal capacity to sue.” To this answer a demurrer was interposed and sustained. It is to review the action’ of the trial court in overruling defendant’s demurrer that this appeal is taken.
The first question presented is, did plaintiff have legal capacity to sue? Section 4, art. 12, Const., provides, so far as material here, that ‘ ‘ all corporations shall have the right to sue and shall be subject to be sued in all courts in like cases as natural persons. ’ ’ Now, it must be conceded that unless the right thus given ‘c all corporations to sue ’ ’ by the foregoing mandatory provision of the Constitution is made conditional and depends upon the doing of certain things before such right can be exercised, or is limited to domestic corporations by some other provision of the Constitution, plaintiff’s right to sue in the courts of this State
As to whether contracts entered into by foreign corporations while doing business in this state without first having complied with the conditions imposed by section 9, art. 12, Const., and section 351, Rev. St. 1898, can be
It is admitted that defendant received from plaintiff goods and merchandise of the value of $85.70, with ■at least an implied promise that he, defendant, would in the usual course of business pay the debt created thereby. This he refused to do. He does not claim that the transaction by which the debt was created is "tainted with fraud, or that the business is one that is restricted or prohibited by law, but his sole defense is that plaintiff was incapacited to make the contract for .reasons hereinbefore stated, and that therefore he is relieved from paying an honest obligation, and that this court, by a strained construction of the statute behind which he is attempting to shield himself, ought to so hold. While courts can not disregard the plain meaning of a statute, or depart from it because its enforcement in accordance with its terms and intent would result in hardship and inconvenience, yet where •a statute is susceptible of two different constructions, one of which, if followed, would lead to an absurdity ■or manifest injustice, and the other, if adopted, would make the statute consistent with reason and justice, ■the latter will be acccepted by the courts as the one intended by the Legislature. “On the general principle of avoiding injustice and absurdity, any construction should be rejected, if escape from it were possible, which énabled a person to defeat or impair the obligation of his contract by his own act, or otherwise to
Appellant cites and relies upon the case of Barse Live Stock Co. v. Range Valley Cattle Co., supra, in support of his contention that the contract in question can not be enforced. TMs court, in that case, speak
The second and third causes of action are based upon contracts which were assigned to plaintiff. The legality of the transactions by which these obligations were incurred on the part of defendant is not questioned, but it is insisted that the assignments by which plaintiff became the owner of them are illegal and void because of its failure to comply with the requirements of the constitutional and statutory provisions referred to. It being admitted that these contracts were legal and binding as between plaintiff’s- assignors and defendant, it necessarily follows that plaintiff is entitled to recover on them, unless this court holds that plaintiff is worse than outlawed in this State, which appears to be the import of the prevailing opinion written by Mr. Justice BARTCH in this case, and, in the language of Chief Justice Taney, in the celebrated Dred Scott decision (Dred Scott v. Sandford, 19 How. 407, 15 L. Ed. 691), has no rights which a white man is bound to respect; which rule, applied to this case, includes all persons, both natural and artificial.
I am unable to concur with my Brethem in the conclusions reached by them, as I am of the opinion that