E. & G. Theatre Co. v. Greene

| Mass. | Nov 25, 1913

De Courcy, J.

The plaintiff is a Rhode Island corporation, and was engaged in the business of conducting a theatre in the city of Fall River, on premises leased to it by the defendants. Under the statutory law of this Commonwealth the duty was imposed upon it as a foreign corporation of filing with the commissioner of corporations a copy of its charter and by-laws, a certificate setting forth certain facts with reference to its officers and capital stock, and an appointment of the commissioner as its attorney upon whom all lawful processes in any action or proceeding against it might be served. A failure to comply with these requirements rendered the officers and agents of the corporation liable to a fine, and the corporation itself subject to an injunction restraining it from exercising any corporate rights, privileges or franchises in this Commonwealth. The statute further provides that “no action shall be maintained or recovery had in any of the courts of this Commonwealth by any such foreign corporation so long as it fails to comply with” the requirements referred to. Sts. 1903, c. 437, §§ 58, 60; 1906, c. 372. And see St. 1909, c. 490, Part III, § 54.

The right of the plaintiff, as a foreign corporation, to maintain its action in our courts was put in issue by the pleadings. In the bill of equity the plaintiff alleged that it was engaged in business in Fall River; and in the lease annexed to the bill it is described as a corporation organized under the laws of the State of Rhode Island and “duly licensed, authorized and empowered to engage in business within the Commonwealth of Massachusetts.” The answer of the defendants denied that the business of the plaintiff “can now be or ever was legally so engaged in.” The master finds that the plaintiff never has filed any papers with the commissioner of corporations in this State. He also finds that exclusive of the rent due the defendants the plaintiff owes between $3,000 and $4,000 to various creditors. Many of these are residents of this State, in whose favor the plaintiff would be rendered amenable to the legal process of our courts upon its compliance with the statute in question.

It seems to us that the plaintiff’s non-compliance with the statute was seasonably and properly pleaded, and that consequently it was not entitled to maintain its suit unless and until it should have complied with the law. Friedenwald Co. v. Warren, 195 Mass. 432" court="Mass." date_filed="1907-05-15" href="https://app.midpage.ai/document/friedenwald-co-v-warren-6429888?utm_source=webapp" opinion_id="6429888">195 Mass. 432. National Fertilizer Co. v. Fall River Five Cents Savings Bank, 196 Mass. 458" court="Mass." date_filed="1907-11-26" href="https://app.midpage.ai/document/national-fertilizer-co-v-fall-river-five-cents-savings-bank-6430011?utm_source=webapp" opinion_id="6430011">196 Mass. 458. At the hearing on the master’s report ample opportunity was afforded it to remove its disability. By the interlocutory decree of August 1, 1913, the plaintiff was to be relieved of the forfeiture of the lease upon certain terms and conditions, one of which was that within ten days it should comply with the laws of this Commonwealth by filing the proper papers for carrying on business here. The time was later extended to August 18; nevertheless the plaintiff failed to comply with the terms of the decree in its favor. In view of its persistent refusal to abide by the requirements of our law it must suffer the consequences provided by the statute, and cannot avail itself of the benefit of our courts.

Without considering the merits of the case in which the decrees appealed from was entered, the decree dismissing the bill ^* must' be affirmed.

So ordered.

* Entered by order of Dubuque, J.