59 Mo. App. 30 | Mo. Ct. App. | 1894
Lead Opinion
The plaintiff recovered a judgment against the McG-regory Brick Company in St. Louis county for $464 and costs. He caused executions to be issued upon such judgment, and, upon their return nulla bona, he caused John Scullin to be summoned as garnishee of the execution defendant. The garnishee by answer denied all indebtedness to the corporation. The plaintiff by denial of the answer charged that the garnishee subscribed for one hundred shares in
The parties went to trial upon these pleadings. It appeared by the plaintiff’s own evidence that all corporate transactions resulting in the alleged subscription by plaintiff for the one hundred shares of the stock in question took place in the state of Missouri. It was expressly admitted by the plaintiff that the McGregory Brick Company had never complied with the provisions of the act of April 21, 1891. Upon these facts appearing, the garnishee asked the court to declare the law that the plaintiff could not recover against him in this proceeding. The court refused so to declare, and found from the evidence that the garnishee owed $2,000 to the defendant corporation upon his stock subscription, and ordered that he pay out of this amount the sum of plaintiff’s judgment against the corporation with interest and costs. From this judgment the garnishee appeals, assigning for error, among other things, the refusal of the declaration of law asked by him.
That corporations created by one state, with certain exceptions to which the defendant corporation does not belong, can do no business in another state without the consent of the latter, express or implied, is ' established beyond controversy.' The foreign corporation, as Field, J., pertinently says in Paul v. Virginia, 8 Wall. 168, 181, “having no absolute right of recognition in other states, but depending for such recognition and
The plaintiff’s contention seems to be that the garnishee is estopped to set up this defense, because by his conduct he held himself out as a shareholder of the corporation, and the plaintiff as creditor stands on a different plane from that occupied by the corporation.
Many cases here and elsewhere hold that, in proceedings in equity or in the enforcement of the stock
It necessarily results from these views that, as the corporation is prohibited from maintaining any suit in this state, no recovery can be had by the corporation against the garnishee on the alleged liability, and the plaintiff, under the conceded facts, can not recover in this proceeding.
the judgment is reversed.
ON MOTION NOE BEHEABING-.
Rehearing
If we understand the mover’s complaint, he is laboring under the impression that we overlooked the distinction between the validity of a debt, and the ability of any particular person to enforce it. An argument bearing on this distinction was made by him in the brief originally filed. We deemed it unnecessary to discuss the merits of that argument in the foregoing opinion, as it rested on a total misconception of the statute under consideration. Counsel labors under the impression that, although the statute expressly provides that foreign corporations for
In regard to contracts entered into in this state by a resident foreign corporation for pecuniary gain, the invalidity attaches to the contract, as the validity of the contract is determined by the laws of the state where it is made, if that be also the place of its performance. Broadhead v. Noyes, 9 Mo. 56. But, since the laws of the forum determine the remedy, the legislature in very plain terms informed these tramp corporations, who locate in this state and thus become resident here, that, unless they comply with the requirements of the statute, they can not invoke the aid of our courts to enforce a contract made by them anywhere. Contracts made by such corporations in this state stand on the same footing as other ultra vires contracts, and while they remain executory are unenforceable everywhere, whether in this state or out of it.
As the contract proceeded on in this action against the garnishee was executory; as it was made in this state and was to be performed in this state; as the corporation was admittedly a foreign corporation for pecuniary gain, and attempted to do its business exclusively in this state without complying with the requirements of the statute, it is evident that the contract was voidable, and could not be enforced by the corporation anywhere if its enforcement was resisted. The motion of rehearing is, therefore, overruled.
The garnishee has filed a motion to have his expenses in this court taxed as costs in his favor, and to remand the cause to the trial court so that he may