194 P. 661 | Utah | 1920
Respondent Parker executed the notes in question in this suit payable to self, indorsed them in blank, and delivered them to his codefendant, the Utah National Underwriters’ Corporation, in renewal of other notes held by said corporation, which were payable direct to the corporation. The consideration for the notes was stock of that corporation. The stock, however, was never delivered to Parker, although issued.
The Utah National Underwriters’ Corporation, hereinafter designated corporation, was organized under the laws of the state of Arizona. The corporation at no time complied with the requirements of the statutes of Utah authorizing it to do business within this state. The corporation, before maturity, for a valuable consideration and by indorsement, transferred the notes to plaintiff bank. It may be assumed in determining the questions before this court that the bank was a holder in . due course. It is conceded that the corporation was doing business in this state at the time of the execution of the orig
At tbe close of tbe testimony both plaintiff bank and defendant Parker moved tbe court for a directed verdict. One of tbe grounds of plaintiff’s motion was tbat tbe evidence was without conflict tbat tbe plaintiff was a purchaser of tbe promissory notes in question before maturity for value and without notice of any defenses, or asserted defenses, or any infirmity in tbe promissory notes in question. There were other grounds stated. It is, however, unnecessary to refer to them here. Tbe principal ground upon wbicb Parker based bis motion was tbat it conclusively appeared tbat at tbe time of the execution of tbe original notes and at tbe time of tbe execution of tbe renewal notes, also at tbe time of the sale to plaintiff bank, tbe corporation was. a foreign corporation, and bad never complied with tbe provisions of the statutes of tbis state authorizing it to do business within tbis state. Tbe court granted defendant Parker’s motion upon tbe ground specified, and a judgment of dismissal was entered. From tbat judgment tbis appeal is prosecuted.
From tbe foregoing it will be seen that the decisive question on this appeal is whether a bolder of negotiable paper, received in due course from a foreign corporation doing business within this state, wbicb corporation bas failed to comply with tbe requirements of our statute necessary to be complied with to authorize it to do business within tbe state, can enforce payment of such negotiable paper. To be authorized to do business within tbis state, a corporation organized under tbe laws of another state is required to file with tbe county clerk of the county in wbicb tbe principal office of tbe corporation in tbis state is situated a copy of its articles of incorporation, by-laws, and amendments, certified to by tbe secretary of state of tbe state under tbe laws of which tbe corporation is organized, together with an acceptance of tbe provisions of tbe Constitution of tbis state, and to designate an agent upon whom service may be made. Within 10 days
Comp. Laws Utah 1917, § 947, so far as material here, reads as follows:
“Any such, corporation failing to comply with the provisions of the section 945 shall not he entitled to the benefits of the laws of this state relating to corporations, and shall not sue, prosecute, or maintain any action, suit, counterclaim, cross-complaint, or proceeding in any of the courts of this state, or any claim, interest, or demand arising, or growing out of, or founded on any contract, agreement, or transaction made or entered into in. this state by such corporation or by its assignor, or by any person from, through, or under whom it derives its interest or title or any part thereof; and shall not take, acquire, or hold title, possession, or ownership of property, real, personal, or mixed, within this state; and every contract, agreement, and transaction whatsoever made or entered into by or on behalf of any such corporation within this state, or to be executed or performed within this state, shall be'wholly void on behalf of such corporation and its assignees and every person deriving any interest or title therefrom, but shall be valid and enforceable against such corporation, assignee, or person.”
Defendant Parker contends, and that was the view taken by the lower court, that that statute is decisive of the rights of the parties, that it being an undisputed fact that the corporation was organized under the laws of Arizona, and that it had not complied with the provisions of section 945, supra, and was doing business within this state, it was therefore incapable of acquiring either title to or ownership in the notes in question. He further contends that the notes were wholly void, not only in the hands of the corporation itself, but in the hands of its assignee or any one deriving any interest or title therein or thereto from said corporation.
It is argued on behalf of appellant that whatever defense the maker, Parker, might have had against the corporation cannot be invoked by him to defeat the payment of these notes in the hands of an innocent holder in due course. The argument is predicated upon certain sections of our Nego
Section 4091 reads as follows:
“A holder in due course holds the instrument free from any defect of title of prior parties and free from defenses available to prior parties among themselves, and may enforce payment of the instrument for the full amount thereof against all parties liable thereon.”
Section 4094 reads:
“The maker of a negotiable instrument by making it engages that he will pay it according to its tenor; and admits the existence of the payee and his then capacity to indorse.”
It may be conceded that the notes in question, after in-dorsement by the maker, were payable to bearer, and that the title and right to the same could be transferred by delivery. It is, upon that theory, contended by appellant that the indorsement at the time of delivery to the plaintiff by the corporation was not essential or necessary for the transfer of the notes to appellant bank, and that by delivery only plaintiff acquired an enforceable obligation against the maker, relieved from any defense that the maker might have had against the corporation. In answer to that, it may be said, as is said by respondent, that whatever might have been the effect of the delivery withqut indorsement the fact remains that the notes were delivered and transferred by indorsement by the corporation. Independent of that consideration, however, if the plaintiff had any title or right to these notes, that title or right was acquired from this noneomplying corporation. Conceding that the indorsement was unnecessary to transfer title, it must be, it seems to us, indisputable that the title which the plaintiff has was received by the in-dorsement, or by the delivery, from the corporation.
In our judgment the language of our statute with references to noncomplying foreign corporations is susceptible of but one construction. Its meaning is not
“Whenever' the statute has expressly declared that the contract is unenforceable, that, of course, is the end of the controversy. Such a statute is self-construing, and the court has no other duty than to give it effect.” Booth & Co. v. Weigand, 30 Utah, p. 140, 83 Pac. 736 (10 L. R. A. [N. S.] 693); Miles v. Wells, 22 Utah, 55, 61 Pac. 534; Swarts v. Siegel, 117 Fed. 13, 54 C. C. A. 399.
See, also, 8 Cyc. 733.
The appellant has cited in support of its contention decisions from the courts of last resort of several states, but reliance is had particularly upon the construction of what is claimed to be similar statutes by the Supreme Court of North Dakota and Florida. It is claimed that the statutes of those two states are in effect the same as the statute of Utah relating to noncomplying foreign corporations. The North Dakota statute is that any contract made on behalf of ,a noncomplying foreign corporation shall be wholly void on behalf of such corporation and its assigns, but its, contracts may be enforced against such corporation. The word “assigns,” as used in that statute, was held by the Supreme Court 'of that state, in National Bank of Commerce v. Pick, 13 N. D. 74, 99 N. W. 63, not to include the holder of a negotiable instrument in due course. The court held that such holder “gets all the rights of the payee against the maker, and more. He can recover when the payee could not. ’ ’ The Florida statute also provides that every contract made with such noncomplying corporation shall be void on its behalf and on behalf of its assigns, but shall be enforceable against such corporation. The Supreme Court of that state, in Commercial National
“Wherever the statutes declare notes void, they are, and must be so, in the hands of every holder; but where they are adjudged*298 by the court to he so, for failure, or the illegality of the consideration, they are void only in the hands of the original parties, or those who are chargeable with, or have had notice of the consideration.” Vallett v. Parker, 6 Wend. (N. Y.) 615.
This quotation is approved by the Supreme Court of Indiana in Voreis v. Nussbaum, 131 Ind. 267, 31 N. E. 70, 16 L. R. A. 45. See, also, 8 C. J. 768; Plank v. Swift, 8 A. L. R. 309, note, p. 314. The history of the legislation of this state upon the subject of foreign corporations doing business within the state supports the conclusions herein reached and as contended for by respondent. Prior to 1915 the statute provided that a corporation, not organized under the laws of this state, and failing to comply with the law authorizing it to do business in this state, should “not be entitled to the benefits of the laws of this state relating to corporations.” In a decision by this court in 1906, Booth & Co. v. Weigand, 30 Utah, 135, 83 Pac. 734, 10 L. R. A. (N. S.) 693, construing that statute, it was held that the term “benefits” did not include the right to sue, and that a foreign corporation, not having complied with such section, was not thereby precluded from maintaining a suit against a citizen on a contract made in Utah and executed on the part of the corporation, or on claims assigned to it not in the ordinary course of its business. The section was amended to read as quoted, in 1915.
It may be that the enforcement of the statute will, in some cases, work a hardship and an injustice. It may even be that such is the result in this case. Rut the language of the statute seems to be susceptible of no other construction. It is not the province of the court to inquire into the purposes that influenced the enactment, of the law, except so far as that may be necessary to ascertain the intent of the
Some contention is made that the Negotiable Instruments Act is special legislation; and as it is not repealed by express words in the subsequent act, it should be given effect, even though in apparent conflict with the later enactment. Neither one of the' statutes is, strictly speaking, a special law. The Negotiable Instruments Law is a comprehensive enactment, covering all phases of the subject to which it relates; and the same may be said respecting the statute covering the right of foreign corporations to do business in this state-. The Negotiable Instruments Law was enacted before the adoption of the act in question. It is the duty of the courts, where there is an apparent conflict between two statutes,
The appellant has cited in support of its contention the following authorities, with others: Weir & Craig Mfg. Co. v. Bonus, 177 Ill. App. 626; First Nat. Bank of Central City v. Utterback, 177 Ky. 76, 197 S. W. 534, L. R. A. 1918B, 838; Citizens’ State Bank v. Nore, 67 Neb. 69, 93 N. W. 160, 60
The respondent Parker has cited in support of'his position, among others, the following authorities: Indian Road Mach. Co. v. Town of Lake, 149 Wis. 541, 136 N. W. 178; Hanna v. Kelsey Realty Co., supra; Jones v. Martin, 15 Ala. App. 675, 74 South. 761; Montjoy v. Delta Bank, 76 Miss. 402, 24 South. 870; Perry Sav. Bank v. Fitzgerald, 167 Iowa, 446, 149 N. W. 497; First Nat. Bank v. Hall, 31 Idaho, 167, 169 Pac. 936; Voreis v. Nussbaum, 131 Ind. 267, 31 N. E. 70, 16 L. B. A. 45.
The judgment of the district court is affirmed, with costs.