119 Ark. 12 | Ark. | 1915
This case originated in the chancery court of Crawford County as ian action instituted by appellant, W. S. Dickey, -against the Oklahoma Engineering Company, a corporation domiciled in the State of Oklahoma, to subject -assets of that corporation in this State to the payment of a -debt owing by said corporation to appellant, and to cancel a mortgage and other securities executed by s-aid Oklahoma Engineering Company to the Southwestern Surety Insurance Company, another foreign corporation. On July 8, 1912, the Oklahoma Engineering Company entered into -a contract with -an improvement district in the -city -of Van Burén, Arkansas, for the -construction of sewers in that city, and appellee, -at the instance of ¡said Oklahoma Engineering Oomp-any, entered into obligation with the improvement district to guarantee performance of the -contract -on the part of the Engineering Company. The Engineering Company proceeded to perform -said -contract -and purchased from appellant material to be used in the work o-f constructing the sewers. A balance in the ¡sum of $1,646.69 is still due appellant on the -account for the price of said material furnished. On November 27,1912, the Engineering Company executed to appellee a mortgage on machinery and tools which it -owned to -secure advances of money which had ¡already been made to it ¡and to be thereafter made, and further to indemnify appellee company from loss on the aforesaid bond. About the siame time, the Engineering Company made an assignment in writing to -appellee of the ¡amounts due upon estimates from the improvement district. Appellee was joined as defendant in the suit and the prayer of the complaint was that said mortgage to appellee and the assignment of the amounts due upon estimates from the improvement district ibe 'cancelled and set aside as a fraud on the rights of appellant, and that the property be subjected to the payment of appellant’s debt. Appellee filed an answer and cross-complaint, in which all the allegations of fraud were denied .and a foreclosure of the mortgage was prayed for.
After the proof was taken, and before the submission of the case, appellant offered to file an amended complaint setting np the fact that the Engineering Company had forfeited its charter on June 30, 1912, by failing to pay the corporation tax in the State of its domicile, and asked that -the three directors be substituted as defendants and held to account las trustees for the creditors of the corporation pursuant to the statutes of Oklahoma.
The case was heard upon the pleadings and the testimony, .and final decree was rendered dismissing appellant ’s complaint as against the appellee .and awarding to appellee a foreclosure of the mortgage and directing payment over of the funds paid into court under the assignment of estimates due from the improvement district.
The statutes of Oklahoma provide that every corporation organized under the laws of the State and every foreign corporation doing business therein shall “procure annually from the Corporation Commission a license authorizing the transaction of such business in this State,” that such corporation shall pay a license fee of fifty cents for each one thousand dollars of authorized capital stock, and that “every domestic corporation subject to the provisions of this act, who shall fail to file the annual statement and to pay the annual fees required by the provisions of this act for sixty days after the time provided therefor, shall forfeit its 'charter.” Another section of the statute provides that in case of forfeiture, the directors of ¡any domestic corporation or any foreign corporation doing business in the ‘State “are deemed to be trustees of the corporation ¡and all the stockholders and members of the corporation whose power or right to do business is forfeited, land as such trustees ,shall have full power to settle the affairs of the corporation and to maintain or defend any such "corporation, or to take such legal proceedings as may be necessary to finally settle the affairs of said corporation. ” Another section reads as follows : “The due incorporation of any company claiming in good faith to he a corporation under the laws of this State, and doing business as such, or its rights to exercise •corporate powers can not be inquired into collaterally, in any private suit to' which such de facto corporation may be a party; ¡but such inquiry may he had, and action brought at the suit of the State, in the manner prescribed in civil procedure. ”
The Supreme Court of Oklahoma, in the case of Higbee v. Aetna Bldg. & L. Assn., 109 Pac. 236, after quoting the statutes above, said that the corporation involved in that controversy was doing business under the laws of that State .and that “the regularity of its incorporation could not he inquired into in this proceeding. ” In a later case, Smith Rolfe Co. v. Wallace, 139 Pac. 248, the Supreme Court of Oklahoma reviewed the statutes relative to foreign and domestic 'Corporations doing business, in the State', and .announced the rule that those statutes were designed chiefly for raising revenue and that it was not the intention of the Legislature to invalidate contracts made by delinquent corporations. That interpretation is binding on us here and we are of the opinion that the courts of this State would exceed their power and jurisdiction in declaring the charter of an Oklahoma corporation forfeited contrary to the statutes of that State as interpreted by its highest judicial tribunal.
Judgment affirmed.