176 Mo. 149 | Mo. | 1903
Plaintiff, as a resident taxpayer of defendant city, brings this suit in equity to enjoin the city, its officers and their co-defendant, the Kern Incandescent Gas Light Company (hereinafter called the Kern Company) from carrying out what the petition calls a pretended contract alleged to have been made by the city with the Kern Company for lighting the streets.
According to the petition, on January 11, 1900, the Board of Public Improvements,- acting under authority of city ordinance 19892, approved December 7,1899, advertised for bids for a contract to light a large part of the city. In answer to the advertisement the Kern Company submitted a bid which was accepted by the board. Whereupon a contract was entered into between the city and the Kern Company, whereby the latter became obligated, for certain consideration, to furnish the light specified, and to secure the faithful performance of its contract the Kern Company, as the contract required, executed its bond with security payable' to the city in the penalty of two hundred thousand dollars.
The contract and bond are exhibited with the petition, the details of which it is unnecessary to set out in this statement.
Section 1024, Revised Statutes 1899, declares:
‘ ‘ Every corporation for pecuniary profit formed in any other State, Territory or country, before it shall be authorized or permitted to transact business in this State, or to continue business therein if already established, shall have and maintain a public office or place in this State for the transaction of its business, where*155 legal service may be obtained upon it, and where proper books shall be kept to enable such corporation to comply with the constitutional and statutory provisions governing such corporations, ’ ’ etc.
Section 1025 .requires every such corporation to file in the office of the Secretary of State a copy of its charter and a sworn statement by its chief man in this State, showing the proportion of its capital stock employed in its business here, and to pay into the State treasury on that proportion of its stock, incorporating taxes and fees equal to those required of domestic corporations upon their organization, whereupon the Secretary of State is required to give the corporation a certificate that it has complied with the laws of this State and is authorized to do business here.
Section 1026 imposes as a penalty for failure to-comply, with those requirements a fine of $1,000, and disability to' maintain a suit in "any court of this State.
Section 1315 forbids any such corporation to do. business in this State “without first procuring a license therefor, which license shall be granted by the Secretary of State.”
Section 1316 forbids the Secretary of State to issue such license to any corporation “if (upon inspection of its charter) it shall appear that such company or corporation could not organize under the laws of this State. ’ ’
When the Kern Company entered into the contract in question it did not have an office or place of business in this State as required by section 1024, and it had not taken out a license to do business here as provided in section 1025, and for the failure of the corporation to, comply with those conditions the plaintiff says this contract is void. That is the main proposition upon which the plaintiff’s case is bottomed.
The effect of the demurrers is to admit the facts pleaded, but not the conclusions drawn by the pleader.
It does not appear on the face of the petition where
Now, when our statutes say that a foreign corpora
Entering into a contract like the one in question undoubtedly is “transacting business” within the unlimited meaning of the term, but that is not the sense in which the term is used in the statute just quoted. As there used it means carrying on the work for which the corporation was organized and in its application to the facts of this case it means performing the work called for by the contract.
The Kern Company under the conditions stated in the petition had the right to enter into the contract in question and we hold it to be a legal and valid contract.
These views are sustained by the following authorities cited in the brief of the counsel for the respondents: 6 Thompson on Corp., sec. 7936; 24 L. R. A. note to page 295, et seq.; Cooper Mfg. Co. v. Ferguson, 113 U. S. 727; Coal & M. Co. v. Ladd, 160 Mo. 435.
There are other questions discussed in the briefs,
The judgment is affirmed.