146 Wis. 121 | Wis. | 1911
Lead Opinion
The plaintiff corporation was organized under the laws of Minnesota and has never complied with the provisions of sec. 17705, Stats. (1898), by filing with the secretary of state a duly authenticated copy of its articles of incorporation, and it is not claimed that it comes under the class of corporations excepted from the provisions thereof. In June, 1907, it entered into a contract with the defendant at Ash-land,- Wisconsin, to tow a certain quantity of logs on Lake Superior from the mouth of the Bad river, Wisconsin, to Washburn, Wisconsin. It is admitted that the logs in question were cut from timber grown within this state, and that the services performed were contemplated to be, and were im
By sec. 1 of the enabling act the boundary of Wisconsin, so far as here involved, was fixed as follows: “thence down the main channel of the Montreal river to the middle of Lake Superior; thence through the center of Lake Superior to the mouth of the Saint Louis river.” In other words, the boundary of the state extended to the international boundary. Now the boundaries of nations bordering on oceans do not go to the center of such oceans. The three-mile limit from shore as fixed by international law is at best the'extent of their individual national jurisdiction. Not so as to the Great Lakes. 'Our national jurisdiction extends to their center line. U. S. v. Peterson, 64 Fed. 145; Ill. Cent. R. Co. v. Illinois, 146 U. S. 387, 13 Sup. Ct. 110. It is therefore not correct to speak ■of Lake Superior as an international body of water. It does not lie between two nations. But its center is the boundary
Bearing this distinction in mind, let us examine the case of Lord v. Steamship Co. 102 U. S. 541, and see upon what grounds its decision is based. The ship Ventura was employed in navigation between San Francisco and San Diego, California, touching at intermediate points. She was lost at sea, and the question was whether the owner could avail himself of the provisions of see. 4283, B. S. of U. S., relieving him from liability for goods lost. The court said:
“The contracts sued on in the present case were in effect to-carry goods from San Francisco to San Diego by way of the Pacific ocean. They could not be performed except by going not only out of California, but oiit of the United States as well. . . . The Pacific ocean belongs to no one nation, but is the common property-of all. When, therefore, the Ventura went out from San Francisco or San Diego on her several voyages, she entered on a navigation which was necessarily connected with other nations. While on the ocean her national character only was recognized, and she was subject to such laws as the commercial nation's of the world had, by usage or otherwise, agreed on for the government of the vehicles of commerce occupying this common property of all mankind. She was navigating among the vessels of other nations and was treated by them as belonging to- the country whose flag she carried. True, she was not trading with them, but she was navigating with them, arid consequently with them was engaged in commerce. If in her navigation she inflicted a wrong on another country, the United States, and not the state of California, must answer for what was done. In every just sense, therefore, she was, while on the ocean, engaged in commerce with foreign nations, and as such she and the business in which she was engaged were subject to the regulating power of Congress.”
It will be seen that the case was disposed of on the distinct ground that the vessel was not only outside the territory of California, but outside that of the United States itself, and
“Congress has power To regulate commerce with foreign nations, and among the several states, and with the Indian tribes’ (Const, art. I, sec. 8), but it has nothing to do with the purely internal commerce of the states, that is to say, with ■such commerce as is carried on between different parts of the ■same state, if its operations are confined exclusively to the jurisdiction and territory of that state, and do not affect other nations or states or the Indian tribes. This has never been disputed since the case of Gibbons v. Ogden, 9 Wheat. 1.”
From the principles laid down in the case cited, we find that the true test as to whether Congress or a state can regulate is not the kind of business the corporation is usually engaged in, nor the kind of instrumentalities it usually employs in its business, nor the fact that it is conducted on navigable waters. But the test is, Does the business in question constitute interstate commerce either because it is carried on between the states or affects them, or because it is conducted on the high seas — “the common property of all mankind,”' — and so becomes subject to such laws as the commercial nations of the world have established, and is therefore relieved from local state regulations ?
Applying these tests to the facts in the instant case, we find 'that the contract for this business was made in Wisconsin. It ■contemplated that all the work should be done within its bor■ders. All the work was so done. The material towed had grown within the state, and there is nothing to indicate that it was ever intended to depart therefrom even in its manufactured form. The only claim of exemption is that it was carried on on navigable waters by a vessel authorized to engage in interstate commerce. But intrastate commerce may
Tbe plaintiff, as to this contract, was not a common carrier. It was under no obligation to engage in or do tbe work. Tbe towing was strictly private intrastate business voluntarily entered into, and tbe question of -the rights of common carriers is not involved in tbe case.
But it may be urged tbat tbe application of tbe statute to cases like tbe one in question indirectly affects interstate commerce because it makes it obligatory on foreign corporations engaged in it to comply with tbe statute before they can enter the state and undertake private intrastate transportation work therein, and hence it has a tendency to hamper such agencies in tbe free exercise of their business. This objection is aptly disposed of by Holmes, J., in Diamond G. Co. v. U. S. G. Co. 187 U. S. 611, 23 Sup. Ct. 206, where be says:
“In modern societies every part is related so organically to every other, that wbat affects any portion must be felt more or less by all tbe rest. Therefore, unless everything is to be forbidden and legislation is to come to a stop, it is not enough*128 to show that, in the working of a statute, there is some tendency, logically discernible, to interfere with commerce or existing contracts. Practical lines have to be drawn and distinctions of degree must be made.”
The inconvenience to foreign corporations engaged in interstate navigation occasioned by the requirements of the statute is no greater than that imposed upon other foreign corporations who desire to do business in this state. It cannot be held to be so great as to exempt them from the provisions of the statute.
The result we have arrived at on this branch of the case renders it unnecessary to consider whether or not the contract was an entire one.
By the Court. — Judgment reversed, and cause remanded with directions to dismiss the complaint upon the merits.
Dissenting Opinion
(dissenting). The plaintiff, a foreign corporation, failed to comply with the requirements of sec. 17106, Stats. (1898), as amended by ch. 506, Laws of 1905, and ch. 275, Laws of 1907. These are statutes requiring it to file a copy of its articles of incorporation with the secretary of state, appoint the latter a resident agent, pay a fee, etc. It nevertheless entered into a contract with defendant under and pursuant to which plaintiff’s steam vessel, Tom Dowling, which is registered and licensed under the navigation laws and regulations of the United States, performed for defendant certain services in towing logs upon the waters of Lake Superior from one point or port in Wisconsin to another point or port in the same state. The contract declared upon may be considered a maritime contract. 1 Cyc. 834. The Wisconsin statutes above referred to declare void and nonenforceable in behalf of the foreign corporation all contracts made by it unless the corporation complies with these statutes. They