Dunbarton Flax Spinning Co. v. Greenwich & Johnsville Railway

87 A.D. 21 | N.Y. App. Div. | 1903

Houghton, J.:

The action was brought in March, 1902, in equity to compel the defendant to remove a bridge, piers and embankment erected by it on the stream below plaintiff’s mill, because those structures interfered with the flow of the stream and caused the water and ice to flow back upon plaintiff’s property, destroying it and interfering with the operation of its mill and the carrying on of its business, to its damage in a considerable amount.

The answer, among other tilings, alleged that the plaintiff did not pay the license fee prescribed by the section of the Tax Law above referred to within the thirty days from the 1st day of December, 1901, when it became due^ and within the time limited'by law, and that, therefore, it was not entitled to maintain the action or to have any recovery in the courts of this State.

The referee held that the defendant was correct in its contention, and that the plaintiff not having paid the license fee within thirty days from the 1st day of December, 1901, and not until January 16, 1902, it was not entitled to resort to the courts of the State and had no capacity to sue.

The correctness of this interpretation of the provisions of section 181 of the Tax Law (as amd. by Laws of 1901, chap. 558) and section 15 of the General Corporation Law (as amd. by Laws of 1901, chap. 538) is the only question involved. We think that the referee was wrong and that the judgment must be reversed.

. Unless prohibited by law, a foreign corporation duly organized can come into this State and exercise the legitimate powers conferred upon it, and carry on any business not prohibited by outlaws or against public policy. (Hollis v. Drew Theological Seminary, 95 N. Y. 166.) The State has the power, however, to compel compliance with its laws or to punish the corporation if it does not do so. (People v. Formosa, 131 N. Y. 478.) And the Legislature can deny to such foreign corporation failing to comply with its law by procuring a certificate and paying the license fee all recourse to its courts to enforce its rights or to redress its" wrongs; and until the corporation has complied with such regulations it has no standing in the courts of the State. This the Legislature has done by section 15 of the General Corporation Law and section 181 of the Tax Law.

These statutes are, however, mere revenue regulations, compliance with which is made necessary in order to acquire the right to do business here and to enforce causes of action in our courts. (Charles Rooms Parmele Co. v. Haas, 171 N. Y. 579, 583.)

In Lancaster v. A. I. Co. (140 N. Y. 576, 591) it is said to be the policy of the State to encourage foreign corporations to enter its boundaries for the transaction of lawful business, and it is manifestly for the interest of the State that foreign capital should be actively employed within its borders.

In view of the benefits to be derived with respect to foreign corporations coming into the State to do business, and the policy of the State with respect to them, and the fact that the statutes referred to are mere revenue regulations, we do not think it was the intention of the Legislature to prohibit a foreign corporation from obtaining the certificate provided in section 15 of the General Corporation Law, and paying the tax prescribed in section 181 of the Tax Law, after the 31st day of December, 1901, notwithstanding the fact such corporation had been engaged in business within the State for more than twelve months prior to said time.

The language-of section 181 of the Tax Law is that every foreign corporation, not excepted, authorized to do business under the General Corporation Law shall pay a license tax within the time prescribed, else it shall not maintain any action in the courts of the State. The plaintiff was not authorized to do business because it never obtained the certificate provided by section 15 of the General Corporation Law, and, therefore, it does not come within the letter of the law, at least. It finally did, fifteen days from the 31st day of December, 1901, obtain from the Secretary of State a certificate, and on the following day it paid the license tax. The .State saw fit to give the certificate, and it must. be presumed to have been properly issued. The State has received its full license tax and its revenue has been increased by that amount. That the plaintiff was doing business without right prior to that time is no concern of the defendant, for that matter was one between the People of the State and the plaintiff alone. At the time the plaintiff brought the action, therefore, it had fully complied with the law and was entitled to maintain it in any of the courts of the State.

The judgment must be reversed and a new trial granted.

All concurred.

Judgment reversed and new trial granted, with costs to appellant to abide event.