94 P. 1034 | Idaho | 1908
This action was commenced by the appellant corporation on October 3, 1906, against the defendant for the purpose of quieting its title to a piece of mining property known as the Twin Springs Placer Claim. Plaintiff alleges that the claim was located on September 19, 1896, by one Joseph M. Anderson, and that plaintiff was at the time of the commencement of the action the owner of the property by mesne conveyances from the locator; that subsequent to the location of the property by Anderson and its purchase by the plaintiff, the defendant Dickie wrongfully and unlawfully entered into the premises and asserts some right or claim therein. Plaintiff seeks to have its title quieted and defendant restrained and enjoined from interfering with its title or right of possession. The plaintiff also alleged that it was a foreign corporation organized and existing under the laws of the state of Connecticut, and engaged in the mining business in Boise county, Idaho, with its principal place of business at Boise City, Idaho, and that it had complied with the foreign corporation laws of this state. Defendant denied the ma
“Every corporation not created under the laws of this state must before doing business in this state, and every such corporation now doing business in this state, must within three months after the taking effect of this act, file with the county recorder of this county in this state in which is designated its principal place of business in this state, a copy of the articles of incorporation of said corporation .... and a copy of such articles of incorporation, duly certified by such county recorder, with the secretary of state, and. must within three months .... designate some person in the county. upon whom process.may be served, and .... must file such designation in the office of the secretary of state, and in the office of the clerk of the district court for such county. .... No contract or agreement made in the name of or for the use or benefit of such corporation, prior to the making of such filings as first herein provided, can be sued upon or be enforced in any court of this state by such corporation, and; such corporation cannot take or hold title to any realty within' this state prior to making such filings, and any pretended deed or conveyance of real estate to such corporation prior to such filings shall be absolutely null and void.”
The amended statute, while it requires foreign corporations to comply with its provisions, whether lawfully engaged in business in the state at the time of its passage or not, does not undertake to invalidate previously acquired titles, nor does it declare previous conveyances void. The provision of the act that any corporation failing to comply with the requirements thereof “cannot take or hold title to any realty within this
Respondent’s counsel argues with much force and plausibility that it makes no difference where the title to the property rests, that the appellant has no standing in court and cannot maintain its action, and in support thereof quotes from 1 Katz v. Herrick, and Talley Lumber Co. v. Driessel, 13 Ida. 662, 93 Pac. 765, and especially from the latter case, where it is said: “The failure of a foreign corporation to comply with the law of the state before it may maintain an action goes to its capacity to sue; that is unless it complies with the law it has no capacity to sue.” In those cases the court was dealing with actions on the corporations’ contracts, and what is still more important, was dealing -with transactions that had taken place while the corporation was in fact an outlaw or without legal existence in this state. The court was also considering the incapacity of the noncomplying corporation to contract or enforce such unlawful contract. Here the corporation was a
For the foregoing reasons, the judgment is reversed and the cause remanded for a new trial. Costs in favor of appellant.