15 Pa. Super. 400 | Pa. Super. Ct. | 1900
Opinion by
The facts of this appeal differ only from those of the foregoing case in that the association before making their loan upon the mortgage to the defendant, complied with the act of 1874, so far as filing a statement in the office of the secretary of the commonwealth was concerned, but did not comply with the statute by preserving the certificate of the secretary of the commonwealth in its office or offices for public inspection. The learned court below held that the failure to keep the certificate in the office of the corporation for inspection did not render the contract with the defendant void, inasmuch as he regarded the provision as directory. The question presented is not without difficulty. It is true that one clause of the provisions of an act may be held to be directory, while the remainder may be held to be imperative. The act of 1874, however, closely couples the obligation to file a statement with the secretary of the commonwealth with the obligation to preserve the certificate of the secretary for public inspection; and in Lasher v. Stimson, 145 Pa. 30, Mr. Justice McCollum speaks of them in conjunction. He says the clauses are clearly prohibitory, and that they indelibly stamp as unlawful any business transaction within the state by a foreign corporation which has not complied with them. He adds, “ It is only by its observance of them that it can have a legal existence for business purposes within this jurisdiction or acquire contractual rights which our courts will recognize.” A more extended quotation is to be found in the opinion filed in the preceding case. This language is direct and positive. It applies to the duty of preserving the certificate as well as to the duty of filing the statement with the secretary. The case in which the language is used does not raise, it is true, the distinction between the
Thus holding, we reverse the judgment of the court below.
