215 F. 929 | D. Or. | 1914
The chief purpose of this suit is to have declared void and inoperative an act of the legislative assembly of the state of Oregon entitled “An act to protect purchasers of stocks and bonds and prevent fraud in the sale thereof; to create a corporation department,” etc., approved February 28, 1913 (Laws 1913, p. 668), and commonly known as the “Blüe Sky Law.”
The complainant is a British Columbia corporation, with its principal place of business at Vancouver, and claims to be doing a loaning business upon real estate mortgage security. It has a general agent, A. D. Baker, residing in Portland, Or. Applications for loans are made to him-, and he forwards them to the company for approval. When approved, the company issues to Baker an undertaking, under seal, agreeing, in consideration of the payment of one-hundredth of, the loan each month, to pay to said Baker the amount of the desired- loan as soon as the loan fund of the company contains a sufficient amount of money to make up the said loan. The undertaking being assignable, Baker at once assigns the same to the prospective borrower, who thereupon makes his payments to Baker, or to the company, at his option. The loans so made or. agreed to be made are secured by mortgages
Being engaged in business within the state, the defendants, by plea in abatement, challenge complainant’s right properly so to continue in business or to maintain this suit on the ground that a copy of its charter or articles of incorporation has not been properly certified. The objection consists in the fact that the certificate of the consul general of the United States residing at Vancouver, B. C., fails to state that the certifying officer (that is, the legal keeper of the original charter or articles of incorporation) has the requisite knowledge as to whether such charter or articles of incorporation is of a genuine, valid, and subsisting character.
The company has the certificate of the registrar of joint-stock companies to the effect that the annexed copy of the articles of association is a true and correct copy of the original filed in the registrar’s office; also the certificate of the provincial secretary of British Columbia to the effect that the registrar is the duly appointed officer, and that the signature and seal attached to his certificate are his signature and seal, and that said registrar has the legal custody of the original document; and also a certificate of the consul general of the United States residing at Vancouver, B. C., to the effect that the registrar is the duly appointed and commissioned registrar of joint-
This leaves the credentials for obtaining a certificate 'or license for engaging in business in this state, as we think, fatally defective, and for that reason the complainant can have no proper or legal standing for doing or transacting business within the state. Not being authorized to do business within the state, it follows irresistibly that it has no legal standing for maintaining a suit here, and it has been so held in this jurisdiction. Cyclone Mining Co. v. Baker Light & Power Co. (C. C.) 165 Fed. 996; La Moine Lumber & Trading Co. v. Kesterson (C. C.) 171 Fed. 980. It is further maintained, under the plea in abatement, that the complainant has failed to pay or offer to pay the annual license fee of $100, as required by an act of the legislative assembly of the state, approved March 4, 1913. Session Laws 1913, p. 772. This statute requires that every foreign corporation shall, between July 1st and August 15th of each year, pay in advance to the corporation department an annual license fee of $100. And this objection is also perhaps well assigned.
Again, it is urged that the complainant is engaged in a lottery business. While, we are not assured that the business carried on can be so characterized, yet, from a cursory examination of the scheme under which the company makes its supposed loans and prosecutes its project,, we are not at all persuaded that it is not engaged in a fraudulent business.
But for the fatality in the consul general’s certificate, as heretofore indicated, the suit ought to abate, and such will be the order of the court.