Carson Rand Co. v. Stern

• Decision Date: 25 June 1895
• Citation: 31 S.W. 772,129 Mo. 381
• Parties: CARSON RAND CO. v. STERN et al.
• Court: Missouri Supreme Court

31 S.W. 772

129 Mo. 381

CARSON RAND CO. v. STERN et al.

Supreme Court of Missouri, Division No. 1.

June 25, 1895.

FOREIGN CORPORATION — RIGHT TO MAINTAIN SUIT.

Under Act April 21, 1891, § 3, providing that no foreign corporation which fails to comply with that act can "maintain" a suit in any courts of the state, though a foreign corporation begins an action without first complying with the act a subsequent compliance therewith before a motion to dismiss for noncompliance is filed will defeat the motion.

Appeal from St. Louis circuit court; L. B. Valliant, Judge.

Action by the Carson Rand Company against Meyer J. Stern and others. From a judgment for defendants, plaintiff appeals. Reversed.

Boyle & Adams and Wm. A. Kinnerk, for appellant. G. L. Stern, for respondents.

BARCLAY, J.

Plaintiff brought an action against defendants, August 25, 1893, to recover upon certain notes and accounts for goods sold and delivered, amounting to a total of more than $3,400. The action was in usual form, accompanied with an attachment, under which some property of defendants was seized on the same day. The summons was served on defendants Sept. 11, 1893. The writs were returnable to the October term, 1893. At that time the defendants appeared and moved the court to dismiss the cause, on the ground that the plaintiff had omitted to comply with the conditions prescribed by the act of 1891 concerning foreign corporations. Laws 1891, p. 75. The motion specified the particular facts showing the alleged omission but it is not necessary to recite them at the moment. The trial court sustained the motion and dismissed the cause. The plaintiff appealed, after the usual formalities. The motion which formed the basis of the judgment on the circuit was submitted on an agreed statement of facts. We need not quote it at length. The substance of it is that the plaintiff was a corporation, duly organized under the laws of Iowa, at all the dates mentioned in the case, and that it had not complied with the requirements of section 2 of the act of 1891 before beginning this action. After the action was brought, the company did comply fully with said act in every particular, Sept. 6, 1893, long before any motion, answer, or plea was filed by defendants. On the date last mentioned, the company received from the secretary of state the certificate of authority to do business, described in the second section of the act.

On these facts, the question is whether or not the omission of the company to meet those requirements before action brought totally defeats its right to maintain the action. The terms of the statute thus brought under construction are found in the third section, which provides that all such corporations which shall neglect or fail to comply with the conditions of the law shall be subject to a fine of not less than $1,000, to be recovered before any court of competent jurisdiction, "in addition to which penalty, * * * no foreign corporation, as above defined, which shall fail to comply with this act, can maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or tort." At the time the motion to dismiss was filed, plaintiff had fully met the demands of the law. But it did not meet them...