27 Ind. App. 128 | Ind. Ct. App. | 1901
— The complaint of the appellant against the appellees, John W. Markley, Mary J. Richey, and Jacob Richey, showed that the appellant is a building, loan, and savings association organized under the laws of New York; that on the 21st of March, 1890, the appellee Mary J. Richey was a member of the association and the owner of four shares of the capital stock thereof, each of the par value of $100; that on that day the appellant loaned to her $400, and as evidence of the loan she executed to the appellant her certain bond, a copy of which is made an exhibit, whereby she bound herself or her assigns to pay the appellant that sum in the following manner: $4 contribution or principal and $1.67 interest and the same amount premium, each and every month from the date of the bond, for such term as would secure to the appellant the payment of the full sum of $100 on each of the mortgagor’s shares, such payments to be commenced on or before April 26, 1890, and to be continued and made on or before the last Saturday of each month, until the expiration of such term; and also td pay all dues, fines, penalties, and assessments that might be imposed upon her as a member and stockholder of the association, pursuant to
The legislature may prescribe the terms and conditions under which a corporation organized under the laws of another state may carry on its business in this State. Maine Guarantee Co. v. Cox, 146 Ind. 107; Security, etc., Assn. v. Elbert, 153 Ind. 198; 13 Am. and Eng. Ency. of Law (2nd ed.), 860.
The plea in abatement is founded upon the provisions of the statute of 1852 relating to foreign corporations and their
The only objection to the plea in abatement suggested by counsel is, that it does not allege that tire supposed agent making the contract for and on behalf of the foreign corporation was acting within the scope of his authority at the time of the supposed making of the contract, or that his acts as such agent were afterward ratified by the corporation.
The appellees in their answer' were not relying upon the
The reasons stated in the motion for a new trial are that the decision of the court is not sustained by sufficient evidence, and that it is contrary to law.
The objections urged here are that the evidence doesmot show that the contract sued on was executed in Wells county, Indiana, or by an agent of a foreign corporation, but shows that it was not consummated until it was delivered to and accepted by the proper officers of the appellant at its home office at Geneva, ISTew York; also, that the decision was contrary to law because the appellee Mary J. Richey, being a member of the association when she executed the contract in suit, was bound by the provisions of its by-laws. It is to be borne in mind in this connection that the doctrine which obtains is that failure to comply with the provisions of the statute in question does not render void the contracts of the foreign corporation effected through its agents in the domestic state, but suspends the remedy of the corporation
The question is not whether or not the appellee Mary J. Richey is bound by her contract, but it is whether, without or before compliance with the statutory provisions for making proceedings in our courts against the foreign corporation effective, the foreign corporation shall be permitted to recover in this jurisdiction upon its contracts procured by its local agents in this State. The statutory provisions should be utilized so that the business of the local domestic agency can not be made available on behalf of the foreign corporation until it yields compliance with the statute. Any obligation to perform the contract referable to Mrs. Richey’s knowledge of the by-laws and her agreement to be bound by them could not excuse compliance with the requirements of the statute on the part of the foreign corporation in a case to which the general principles of comity are not applicable.
No place of payment was designated in the bond or in the mortgage. All the dues paid by the mortgagor were paid to the local agent at Bluffton, and the Richeys never had any transactions or communications with the association directly, but all the transactions were had with the local agent, Mr. Greek, except that when the application for the loan was made, at the home of the Richeys, Mr. Greek was accompanied by a stranger claiming to be a general agent of the appellant, and located at Eort Wayne, Indiana. It was at his request that the application was signed. It was taken by Mr. Greek, and the money loaned was received at the hands of Mr. Greek, who gave checks to holders of liens on the property, at his office in Bluffton. The bond and mortgage were signed at the home of the Richeys and the execu
We think the contract in suit should be regarded as made in this State by an agent of the appellant or by a person assuming to act as its agent, and that the making of the contract should be treated as the doing of business against which the statute is directed. Daly v. National Ins. Co., 64 Ind. 1; Thompson v. Edwards, 85 Ind. 414; American Ins. Co. v. Wellman, 69 Ind. 413; Wiestling v. Warthin, 1 Ind. App. 217.
Judgment affirmed.