187 U.S. 611 (1903), 119, Diamond Glue Company v. United States Glue Company

Docket Nº:No. 119
Citation:187 U.S. 611, 23 S.Ct. 206, 47 L.Ed. 328
Party Name:Diamond Glue Company v. United States Glue Company
Case Date:January 05, 1903
Court:United States Supreme Court
 
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Page 611

187 U.S. 611 (1903)

23 S.Ct. 206, 47 L.Ed. 328

Diamond Glue Company

v.

United States Glue Company

No. 119

United States Supreme Court

January 5, 1903

Argued December 16-17, 1902

ERROR TO THE CIRCUIT COURT OF THE UNITED

STATES FOR THE EASTERN DISTRICT OF WISCONSIN

Syllabus

A statute of Wisconsin enacted prior to June 25, 1898, but which was to go into operation on September 1, 1898, requiring foreign corporations to file a copy of their charter with the Secretary of State and to pay a small fee as a condition for doing business there, does not impair the obligation of a contract made on June 25, 1898, by a foreign corporation to do business in Wisconsin after September 1, 1898.

The statute, as applied to this case, does not interfere unlawfully with interstate commerce, notwithstanding the fact that the business was the production of glue which naturally would be sold outside the state.

The statute originally included foreign partnerships as well as corporations. Held that the provision as to partnerships was separable, and if invalid for any reason did not affect the remainder of the act.

The facts are stated in the opinion of the Court.

HOLMES, J., lead opinion

MR. JUSTICE HOLMES delivered the opinion of the Court.

This is an action upon a written contract alleging a breach

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and claiming damages. It was brought in the United States Circuit Court for the Eastern District of Wisconsin by an Illinois corporation against a Wisconsin corporation. On June 25, 1898, the date when the contract was made, a law had been enacted in Wisconsin, to go into operation later, on September 1, 1898, requiring corporations incorporated elsewhere to file a copy of their charter with the Secretary of State, and to pay a small fee as a condition of doing business there. Wis.Stat. 1898, §§ 1770b, 4978. This it was admitted that the plaintiff had not done, and the defendant set up that the contract was a contract to do business in Wisconsin after the statute took effect, and that the defendant was justified by the statute in declining to go on. The judge sustained this defense, and the plaintiff excepted, contending that the statute did not, and could not, constitutionally affect its rights under the contract in question. 103 F. 838. It brings the case here by a writ of error.

The contract was one by which it was agreed that the plaintiff should supervise the plans for a glue factory to be built by the defendant on a site to be selected within sixty days; that it should have the management of the manufacturing in the same, and should operate it for the defendant; that its officers should give the factory such personal supervision as might be necessary, and give the defendant in the management and operation of the factory the benefit of their experience and of the plaintiff's; that the plaintiff should furnish and keep the defendant supplied with a superintendent; that it should control, handle, and sell the entire output of the factory; that it should refrain from manufacturing hide or calf glues at any of its own factories, and that it should guarantee payment on all sales made by it, and should receive certain commissions for its services. The contract was to run for five years from the time that the plant was finished and began work. It was understood that the proposed factory was to be in Wisconsin. A site was selected near Milwaukee, and in a little over a year from the date of the contract, on July 25 or 26, 1899, the plant was built and put in operation.

The section of the Wisconsin statutes relied on by the defendant,

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stated more at length, forbade corporations organized otherwise than under the laws of that state to transact business in the state until they should have filed a copy of their charter with the Secretary of State, which act, by the same statute, constituted the Secretary of State the attorney of the corporation for the service of process. A failure to comply with any of the provisions of [23 S.Ct. 207] the section subjected the corporation to a fine. It was provided further that every contract made by such corporation affecting the personal liability thereof or relating to property within the state before compliance with the section should be wholly void on its behalf, but should be enforceable against it. A fee of twenty-five dollars was to be paid for filing the charter. See Ashland Lumber Company v. Detroit Salt Co., 89 N.W. 904.

According to the undisputed testimony of the plaintiff's vice-president, who executed the contract, the instrument was signed in Wisconsin, and at all events, if it was executed with a view to the carrying on of business in that state by the plaintiff, the law of Wisconsin must be applied. London Assurance Company v. Companhia de Moagens do Barreiro, 167 U.S. 149, 160-161; Graves v. Johnson, 156 Mass. 211. There is no controversy on this point. But it is said that the contract did not contemplate the carrying on of business by the plaintiff in Wisconsin, that at most it is ambiguous, and that practically it was construed in accordance with the plaintiff's contention. The declaration is on the contract, and by that the plaintiff must stand or fall. We see no ambiguity in its terms. The plaintiff was to have the management of the manufacturing, was to operate the factory, or at least to assist in operating it, and to keep it supplied with a superintendent. It did assist in...

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