4 Dakota 329 | Supreme Court Of The Territory Of Dakota | 1886
Plaintiff is a corporation, duly organized and existing under and by virtue of the laws of the state of Wisconsin, for the purpose of manufacturing and selling farm implements, with its principal place of business at the city of Madison, in the state of Wisconsin. During the year 1882 the plaintiff and one E. W. Foster, a brother of the defendant, made and entered into certain contracts, whereby the plaintiff was to sell to the said E. W. Foster, agricultural implements, to be delivered to him at Madison, Wisconsin, ready for shipment to such place or places as the said E. W. Foster should in such contract direct. Said contracts were approved and accepted by the plaintiff, at its principal place of business, in Madison, Wisconsin, and in compliance therewith the goods specified in said contracts were furnished by the plaintiff, and accepted by the said E. W. Foster, at Madison, Wisconsin. On or about the twenty-seventh day of November, 1883, the said E. W. Foster, being still indebted to the plaintiff for the goods and merchandise furnished according to the terms of the said contract, by mutual consent of himself and the said plaintiff, caused to be executed and delivered to plaintiff, in payment of said indebtedness, certain promissory notes signed by his brother, the defendant, S. W. Foster. These notes were given by the defendant, and accepted, by the plaintiff, as full
The defendant answered, and averred that all of the said contracts, and the notes described, were made and delivered at Redfield, in said Spink county, and territory oí Dakota; that all of the said contracts and said notes were executed in the course of a regular business which the plaintiff carried on at said Redfield, and at other points throughout the territory; that each and all of the contracts were executed by the plaintiff, as one of the parties thereto, and that the plaintiff was and still is the payee of said notes, and ever since has remained the owner and holdor thereof; that the said plaintiff is a foreign corporation, and had not filed prior to the commencement of this action, nor prior to the first day of July, 1885, in the office of the secretary of the territory, a copy of its articles of incorporation or charter, nor had there, up to the times mentioned, been filed or recorded in said office a copy of the appointment or commission of an agent or attorney within the territory on whom service of process might be made, and who was duly authorized by said corporation to accept service of process in its behalf; that the plaintiff had, up to the time of the commencement of this action, wholly failed to comply with the provisions of Sections 567 and 569 of the Civil Code, and had neglected to do any of the things therein required to be done; and demanded that the complaint be dismissed, with costs.
The evidence shows that the notes in suit were executed at Redfield, Spink county, Dakota, where they are dated, and that they were there delivered to the plaintiff. This fact was conceded by the plaintiff.
The following stipulation was received in evidence without objection: “It is hereby stipulated and agreed, by and between the parties to the above entitled action, that the said plaintiff is a corporation not organized for religious or charitable purposes; that it has never filed, or had filed, in the office of the
The court declined to make certain findings requested by defendant, to which defendant duly excepted.
The court, of its own motion, found the following facts: The plaintiff is a corporation not organized for religious or charitable purposes. It has never filed, or had filed, in the office of the secretary of said territory, a copy of its charter or articles of incorporation. No copy of the appointment or commission of any agent on whom service might be made, in any action in which said corporation (plaintiff) might be a party, has ever been filed in the office of said secretary, and the said corporation has never issued such commission or appointment.
The court then found, on request of plaintiff, the following facts: First, that the plaintiff is a foreign corporation, organized under the laws of the state of Wisconsin, and has never filed for record within the territory of Dakota certified copies of its articles of incorporation,’as provided in Sections 567 and 569 of the Civil Code of this territory; second, that the plaintiff is not transacting or carrying on the manufacture or sale of its wares within the territory, and has no principal place of business herein, but manufactures, sells and delivers all wares at Madison, in the state of Wisconsin, and has no purpose of carrying on such business in Dakota territory; third, that the notes in question, described and set out in the complaint, were executed and delivered to the plaintiff in payment of wares sold by it in Wisconsin, and were executed and delivered by said defendant; fourth, that there is due and unpaid from the defend
Conclusions of law: That the plaintiff is entitled to judgment against the defendant for the sum of $761.05, and interest, $141.85; and for costs of this action, to be taxed against said defendant; and judgment is ordered to be entered accordingly, — to which findings of fact and conclusions of law defendant duly excepted.
Section 567 of the Civil Code provides: “No corporation, created or organized under the laws of any other state or territory, shall transact any business within this territory, or acquire, hold, and dispose of property, real, personal, or mixed, within this territory, until such corporation' shall have filed in the office of the secretary of the territory a duly authenticated copy of its charter, or articles of incorporation, and shall have complied with the provisions of this article; provided, that the provisions of this act shall not apply to corporations or associations created for religious or charitable purposes solely.”
Section 569 provides: “Such corporation shall appoint an agent, who shall reside at some accessable point in this territory, in the county where the principal business of said corporation shall be carried on, duly authorized to accept service of process, and upon whom service of process may be had in any action in which said corporation may be a party; and service upon such agent ghall be taken and held as due service upon such corporation. A duly authenticated copy of the appointment or commission of such agent shall be filed and recorded in the office of the secretary of the territory, and a certified copy thereof by the secretary' shall be conclusive evidence of the appointment and authority of such agent.”
The questions raised by the pleadings are: Can the plaintiff, without compliance with the statute, sue in this territory?
A more important question is presented when we inquire into the intent of the legislature in passing our foreign corporation act. The point has never been settled by our courts. We are forced to carefully examine the sections above referred to, with the aid of the construction of similar statutes by other courts. It is contended by the appellant that the sections absolutely prohibits every act done by a corporation before complying with its provisions. It is apparent that, in order to get the full force and meaning of the prohibition contained in Section 567, we must take it in connection with Section 569 following. The prohibition is not complete without it, and the conditions upon which the corporation is permitted to do business in the territory are fully stated therein. Section 569 provides that the agent shall reside -where the principal business is carried on, indicating an intention to provide against a continuous business, and yet the appellant contends that every isolated transaction done by the company is illegal and void under the statute. We think the legislature, by these sections, intended to prohibit a foreign corporation from acquiring a domicle in this territory without first taking a position where its own contracts could be enforced against it in our courts. The facts in this case are similar to those in Cooper Manufacturing Co. v. Ferguson, 113 U. S. 727, S. C. 5 Sup. Ct. Rep. 739, and the law laid down in that case should govern and control this case.
Judgment affirmed.
