Kent & Stanley Co. v. Tuttle

| Mont. | Oct 18, 1897

Hunt, J.

—The plaintiff expressly admitted by its replication to the answer of the defendant Tuttle that it never complied with the laws of Montana imposing certain conditions upon which foreign corporations might do business in this state, as set forth in Tuttle’s answer. It further expressly admitted in its replication that at and prior to the date of the sale and delivery' of the goods, wares, and merchandise described in its complaint it had engaged in, and was engaged in, the business of selling and delivering goods, wares, and merchandise to merchants and citizens in the, county of Silver Bow and elsewhere in the state of Montana. For reversal of the judgment appellant relies upon the decision of this court in McNaughton v. McGirl, 20 Montana 124, 49 Pac. 652.

It is argued that appellant was a foreign corporation engaged in selling goods and merchandise to the. citizens of this state, and that, therefore, the provisions of the law (act approved March 8, 1893) requiring foreign corporations to do certain acts as a condition precedent to their right to do business in Montana do not apply, inasmuch as the state cannot regulate commerce between the states. (McNaughton v. McGirl, 20 Montana 124, 49 Pac. 652.)

We think appellant wholly misapplies the McNaughton case. The pleadings and facts there disclosed transactions decided to be commerce among the several states. But it cannot be held that the sale and delivery of goods in Montana by a corporation organized under the laws of another state is per se an interstate commercial transaction, when such foreign corporation deliberately admits that at the time of the sale, and prior thereto, it was engaged in the business of selling and delivering goods and wares to merchants throughout this state. There is not even an averment that the goods sold were made in another state or exported therefrom for sale or delivery into this state; nor is there any allegation from which there can be any reasonable inference drawn in the face of the plaintiff’s admissions other than that plaintiff is a corporation carrying on business in this state subject to the restrictions and conditions legally imposed upon it by the legislature. We know of no presumption by which sales and delivery of goods by a foreign corporation to citizens of this state should be classed as interstate commercial transactions. Surely, none can be indulged in where the corporation suing concedes that it has been and is engaged in business in this state before and at the time of such sales and delivery.

We think that where it is sought to defeat an action by a foreign corporation in the courts of Montana for the collection of money due it by a citizen of this state, upon the ground of noncompliance with the laws regulating the right of foreign corporations to do business in Montana, and such corporation relies upon its freedom from any restraint of local law, it should appear upon what its claim is based, so that the character of the transaction may be passed upon. But in this case, upon the face of the pleadings, plaintiff put itself' in a position where the doctrine of the McNaughton case became inapplicable, and where the court properly rendered judgment against it. Judgment affirmed.

Affirmed.

Pemberton, C. J., and Buck, J., concur.