175 P. 958 | Idaho | 1918
The plaintiff alleged in the first cause of action that it was and is a corporation, organized and existing under
It is conceded that at the time the contract was entered into, and the services thereunder performed, the corporation had not complied with the provisions of Rev. Codes, sec. 2792. It is provided in this section that every corporation, not created under the laws of this state, must “before doing business in this state, ’ ’ comply with the provisions of the law with reference to filing certified copy of its articles of incorporation with certain designated officers, and the appointment of some person -in the county in which the principal place of business of such corporation in the state is conducted upon whom process may be served. It also contains the following provision: “No contract or agreement made in the name of, or for the use or benefit of, such corporation prior to the making of such filings as first herein provided, can be sued upon or enforced in any court of this state by such corporation.”
The section refers to corporations “doing business in this state.” This court has been called upon on several occasions to consider the question as to what transactions are included within the meaning of the expression ‘ ‘ doing business in this state.” (Katz v. Herrick, 12 Ida. 1, 86 Pac. 873; Belle City
There was testimony- introduced at the trial from which it might be inferred that the appellant had been “doing business within this state.” The evidence introduced, however, showed that the contract involved in this case was made at Salt Lake City in the state of Utah; also that the services for which appellant seeks compensation were performed in the state of Utah. It is true that the actual transaction resulting in the exchange of respondents’ property was consummated in this state, but under the issues in this case, as to the terms of employment between appellant and respondents, appellant’s compensation would be due upon securing a satisfactory buyer for respondent’s property.
Does the statute prevent a foreign corporation from obtaining redress in our courts in the case of a cause of action arising on a contract made and performed outside of the state, although it maj’- have been engaged otherwise in doing business in this state Í
We have not been referred by counsel to authorities where this precise question was under consideration. We quote as follows from the case of Bonham Nat. Bank v. Grimes Pass P. M. Co., supra.
‘ ‘ This case presents a new question with reference to a foreign corporation pleading compliance with the laws of this state in order to maintain an action in the courts of the state. We have heretofore held that where a plaintiff shows by its pleading that it is a foreign corporation, its complaint will be open to demurrer unless it further pleads a compliance with the constitution and laws of this state entitling it to do business in the state. (Valley Lumber etc. Co. v. Driessel, 13 Ida. 662, 13 Ann. Cas. 63, 93 Pac. 765, 15 L. R. A., N. S.,
A fair construction of the statute leads to the conclusion that a contract or agreement which cannot be sued upon or enforced in any court of this state, under the prohibition of the statute quoted above, is one growing out of the “doing of business in this state,” or so connected therewith as to be an element of such transaction. When the contract or agreement sued upon.proves to be one which was made and performed outside of this state, the question as to whether the foreign corporation was doing other business within the state is not material.
The judgment is reversed. Costs awarded to appellant.
