73 S.W. 1132 (Mo. 1903), The State Ex Inf. Crow v. Swarzschild & Sulzberger Company
| Docket Number | . |
| Citation | 173 Mo. 394,73 S.W. 1132 |
| Date | 20 March 1903 |
| Parties | THE STATE ex inf. CROW, Attorney-General, v. SWARZSCHILD & SULZBERGER COMPANY |
| Court | Missouri Supreme Court |
Page 1132
Writ of ouster awarded conditionally.
Quo warranto is proper remedy to try right of foreign corporations to do business in Missouri. There can be no doubt of the right and power of the General Assembly to prescribe the terms and conditions upon which foreign corporations can do business in Missouri. Foreign corporations only exercise their franchises or powers within this State by comity or legislative consent. That consent may be upon such terms and conditions as the General Assembly under its legislative power may impose. Therefore, when terms and conditions have been prescribed upon which foreign corporations can do business in Missouri before exercising their franchises in this State, foreign corporations must of course comply with the conditions imposed. Without such compliance the exercise of their franchises in Missouri would be in contravention of the laws of the State. 47 Oh. St. 179. There is no pretense that up to the time this action was begun the respondent had complied with our foreign corporation law requiring such corporations first, to produce a license; and, second, to file a copy of their charter or articles of association and pay the incorporating taxes or fees and obtain a certificate from the Secretary of State authorizing it to do business in Missouri. This being so, no power or authority subsequently granted to respondent by the Secretary of State could protect it from the results of its unlawful acts prior to the time this suit was begun. 39 Minn. 538. Besides, in the pleading of respondent it admitted it had no power to do business in Missouri; but denied that it had ever done business here. But the finding of the commissioner now shows it did carry on business here. The State is now entitled to judgment. We come, then, to the question: Is quo warranto a proper remedy to try the right of a foreign corporation to do business in our State? It has been expressly decided that quo warranto is a proper proceeding to try the right of a foreign corporation to carry on its corporate business in another State without complying with the corporate laws of the said State wherein it is carrying on its business. 39 Minn. 538; 47 Oh. St. 179; 47 Minn. 55; 17 Ency. Pl. and Pr., p. 397; 51 Oh. St. 163. Any statutory remedy prescribed in addition does not prohibit the remedy by quo warranto for usurping a franchise by a foreign corporation. 142 Mo. 337. The right to proceed by quo warranto against corporations illegally combining to control, fix, regulate and maintain prices of commodities has been established in Missouri by Supreme Court decisions. State ex inf. v. Ins. Co., 152 Mo. 1. The Missouri...
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