190 N.Y. 231 | NY | 1907
The plaintiff was the assignee of H.A. Thomas Wylie Lithographing Company, a New Jersey corporation authorized to do business in this state, and brings this action *233 to recover a balance alleged to be due upon a contract made by the corporation with the defendant, also a New Jersey corporation, to print and deliver to it a large quantity of lithograph portraits in colors, at prices stipulated in the contract. The action was commenced on the 27th day of June, 1901, and on the 5th day of February, 1905, amended and supplemental answers were served, from which it is alleged as a defense that, although H.A. Thomas Wylie Lithographing Company had procured the consent of the secretary of state to do business in this state on the 30th day of June, 1898, it had failed and refused to pay and did not pay the state treasurer the license fee required by section 181 of chapter 908 of the Laws of 1896, as amended by chapter 558, Laws of 1901, required to be paid by foreign corporations doing business in this state, until July 3, 1902, at which time the license fee was paid. These allegations were set forth both in the answer and supplemental answer. The plaintiff thereupon demurred separately to the answer and supplemental answer upon the ground that these allegations were insufficient in law to constitute a defense.
Section
The Laws of 1895 (Ch. 240) provide that the license fee to be paid by foreign corporations "shall be fixed by the comptroller, who shall have the same authority to examine the books and records in this State of such foreign corporations, and the employees thereof, and the same power to issue his warrant for the collection of such taxes, as he now has with regard to domestic corporations."
We have recently held in the case of Wood Selick v. Ball
(
Upon the argument of this appeal it was contended that the statute had no application to an assignee of a foreign corporation. We think that the assignee has no greater rights than the corporation itself and that the defense available against the corporation under the statute would also be good *235 as against the assignee except as to negotiable paper taken in good faith from the corporation before maturity.
The orders should be reversed and the demurrer sustained, with costs in all courts, and the first three questions certified answered in the negative. We do not deem it necessary to now answer the fourth.
CULLEN, Ch. J., O'BRIEN, EDWARD T. BARTLETT, VANN, HISCOCK and CHASE, JJ., concur.
Orders reversed, etc.