Springfield Grocery Co. v. Devitt

88 So. 497 | Miss. | 1921

Smith, C. J.,

delivered the opinion of the court.

The appellant sued the appellees as copartners doing-business under the firm name of Devitt-Clark Packing-Company on a contract alleged to have been made with the appellant by the packing company. A plea filed by the appellees sets forth that the Devitt-Clark Packing Company is a corporation duly organized under the laws of the state of Louisiana, and that the business in which the contract sued on was made was conducted at Biloxi, Miss.,, by the appellees in the name of and for that corporation. A replication to this plea by the appellant admits the incorporation of the Devitt-Clark Packing- Company under the laws of Louisiana, but alleges that no copy of its charter has been filed in Mississippi with the secretary of state, and because of the failure so to do the appellees “are liable as partners in the courts of this state.” A demurrer to this replication was sustained by the court below, and, the appellant declining to plead further, its suit was dismissed and it has appealed to this court.

Foreign corporations not only have the right to do business in this state by the comity of nations, unless prohibited from so doing by statute (Williams v. Creswell, 51 Miss. 817, State v. Mortgage Co., 111 Miss. 98, 71 So. 291), but have been given express permission so to do by section 914, Code of 1906 (section 4088, Hemingway’s Code).

The contention of the appellees is that under section 935, Code of 1906 (section 4111, Hemingway’s Code), a foreign corporation is without authority to transact business in this state until it has filed a copy of its charter with the secretary of state, and that until its charter has been so filed the status of all persons'transacting business in this state and on behalf of such a corporation is that of copartners. That statute does not provide that a foreign corporation shall not do business in this state until it has filed a copy of its charter with the secretary of state, but that every foreign corporation doing business in the state shall so file a copy of its charter, and that any such corporation that fails so to do shall be subject to a fine of no less than one hundred dollars. Such a statute is generally held, though there is authority to the contrary, not to withdraw from a foreign corporation violating it the. recognition of its status as a corporation. 14 A. C. J. 1294, and authorities there cited. The case of Quartette Music Co. v. Haygood, 108 Miss. 755, 67 So. 211, relied on by the appellant, is not in point, the decision there being not that a foreign corporation loses its status as a corporation by doing business in this state Avithout filing a copy of its charter Avith the secretary of state, but that it cannot recover on a contract made by it before filing its charter. The rule of laAV there applied being that prohibiting a recovery on a contract made in A’iolation of law.

Affirmed.