73 S.W. 960 | Tex. App. | 1903
This suit was instituted by the Hallwood Cash Register Company against J.G. Chapman to recover the contract price for one cash register. The petition alleged in substance that the plaintiff is a corporation duly incorporated under the laws of the State of Ohio and has an office in the city of Dallas, Dallas County, Texas, and that defendant is a citizen of Travis County, Texas; that the defendant ordered and directed the plaintiff to ship to him one cash register, describing same, to be delivered f.o.b. cars at Austin, Texas, for which defendant agreed to pay $220, as follows: $25 cash on delivery of said cash register and $15 each month until the balance was paid; and to execute his notes for such deferred payments, said notes to provide for interest and attorney's fees. It was further stipulated that all sums of money to be paid by defendant were to become due and payable at Dallas, Dallas County, Texas. It was alleged that the plaintiff shipped and delivered the said cash register as provided by the contract, but that defendant, though requested, had failed and refused to pay the $25 cash and execute his notes for the deferred payments. Plaintiff prayed judgment for its debt, principal, interest and attorney's fees.
The defendant, having been duly cited, answered by general exception and general denial filed March 5, 1900. On the 16th day of June, 1902, a judgment was rendered for plaintiff for the amount claimed, the judgment reciting that defendant failed to appear and defend, although he had filed his answer. No motion for new trial or statement of facts was filed. On the 10th day of November, 1902, the defendant sued out a writ of error to this court.
It is contended by the plaintiff in error that the petition shows that the defendant in error was and is a foreign corporation incorporated under the laws of the State of Ohio, and that the petition failed to allege that at the time the contract sued upon was made, or at any time thereafter, plaintiff corporation had filed its articles of incorporation, as required by the statutes of the State of Texas, in the office of the Secretary of State for the purpose of securing a permit to transact business in this State, or that defendant has such a permit, and for this reason it would not support a judgment. The corporation, being a mere creation of the local law, can have no legal existence beyond the sovereignty where created. It must dwell in the place of its creation, and can not migrate to another sovereignty. Bank of Augusta v. Earl, 13 Peters, 519. The recognition of its existence by other States, and the enforcement of its contracts made therein, depend purely *78
upon the comity of those States. The doctrine of comity will not be extended where the existence of the corporation or the exercise of its powers are prejudicial to the interests of the State or repugnant to its policy. As stated in the case of Paul v. Virginia, 8 Wallace, 181: "Having no absolute right of recognition in other States, but depending for such recognition and the enforcement of its contracts upon their assent, it follows, as a matter of course, that such assent may be granted upon such terms and conditions as those States may think proper to impose. They may exclude the foreign corporation entirely; they may restrict its business to particular localities; or they may exact such security for the performance of its contracts with their citizens as, in their judgment, will best promote the public interests. The whole matter rests in their discretion." The views expressed by the Supreme Court of the United States in the above case have been approved by this court and by the Supreme Court of the State. Huffman v. Western Mortgage and Investment Co., 13 Texas Civ. App. 169[
In the case of Lane v. Waterworks Co., 6 Texas Ct. Rep., 889, the petition on its face showed that the transaction was interstate commerce. In the case of Brin v. Shirt Co., 43 S.W. Rep., 295, the petition was treated as showing that the transaction out of which the suit grew was interstate commerce. While there may be expressions in the opinions in those cases which seem to be in conflict with this case, yet, when the facts are considered, the holding in those cases is in line with this. The exact point here decided was not raised in those cases.
For the error indicated the judgment is reversed and the cause remanded.
Reversed and remanded.