Alexander Film Co. v. Pierce.
| Decision Date | 27 January 1942 |
| Docket Number | No. 4651.,4651. |
| Citation | 46 N.M. 110,121 P.2d 940 |
| Parties | ALEXANDER FILM CO.v.PIERCE. |
| Court | New Mexico Supreme Court |
OPINION TEXT STARTS HERE
Appeal from District Court, Lea County; James B. McGhee, Judge.
Action by the Alexander Film Company against O. D. Pierce, doing business as Pierce Furniture Company, to recover on a contract. From a judgment for plaintiff, defendant appeals.
Affirmed and remanded.
Under statute prohibiting a foreign corporation transacting business in New Mexico without a certificate from the State Corporation Commission from maintaining any action in the state “upon any contract made by it in this state”, a foreign corporation allegedly transacting business in New Mexico without having obtained such permit could maintain action on contract made in Colorado with a New Mexico resident for the preparation of publicity films to advertise New Mexico resident's business on screens of theatres in New Mexico. Comp.St.1929, §§ 32-206, 32-207.
J. O. Walton, of Hobbs, for appellant.
Lee R. York, of Hobbs, for appellee.
The appellee is a foreign corporation with principal offices in Colorado Springs, Colorado. It has not obtained a certificate of authority authorizing it to transact business in New Mexico as provided by Chapter 32, N.M.S.A.1929. It engaged in the business of furnishing publicity film rental service for various merchants throughout the State of New Mexico and throughout the United States at a designated rental fee. It maintained traveling agents who traveled throughout this State and whose duty it is to contact the merchants to be served and enter into written contracts with them.
The appellant entered into a contract with the appellee wherein it was agreed that appellee would prepare motion picture and other publicity films to advertise appellant's business, which films were to be shown upon the screens of the theatres located in Hobbs, New Mexico. The contract contained the following language: “This subscription shall not be binding upon the Film Co. until countersigned and acknowledged in writing by a home office official.” It sufficiently appears that the contract was countersigned by a home office official at Colorado Springs, Colorado.
Appellant had no contact with the theatres in which the films were to be shown and all arrangements for the showing of the films and the compensation paid to the theatres was made and paid by the appellee and the appellant had no control or voice in the contracts and arrangements made by the appellee with the theatres.
Appellee entered upon the performance of the contract. The appellant paid three installments for the services rendered and then refused to make any further payments. Upon filing the complaint herein the defendant (appellant) filed a plea in abatement, alleging that the plaintiff was doing business in the State of New Mexico without having first obtained a certificate of authority so to do as provided by law. The court denied the plea in abatement. Thereafter the defendant filed an answer containing denials and alleged defensive new matter, and the case was tried by the court upon stipulations of the parties, resulting in a judgment for the plaintiff.
At the close of plaintiff's case the defendant moved that the cause be dismissed for the reason that the testimony showed that the plaintiff was doing business in the State of New Mexico and did not have a certificate of authority so to do, as provided by law. Said motion was overruled.
Section 32-206, N.M.S.A.1929 Comp., requires foreign corporations transacting any business in this state to file with the Corporation Commission a copy of its charter and other data and to designate a principal office in the state and an agent upon whom process against such corporation may be served. It is provided further that when these requirements have been complied with, the State Corporation Commission shall issue to such foreign corporation a certificate authorizing it to transact business in the state.
Section 32-207 provides as follows: “Until such corporation so transacting business in this state shall have obtained said certificate from the state corporation commission, it shall not maintain any action in this state, upon any contract made by it in this state ***.”
Appellant in his reply brief and on the oral argument urges that the appellee has injected a new issue into the case by its contention that the contract was not made in this state.
[1] At the oral argument here, it was the announced consensus of opinion of the Justices...
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Walter E. Heller & Co. of Cal. v. Stephens
...was a California contract. That is where the last act necessary to make it binding and effective was performed. Alexander Film Co. v. Pierce, 46 N.M. 110, 121 P.2d 940 (1942). However, having so determined, the solution of our problem does not automatically follow. As stated in Butler Bros.......
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Eichel v. Goode, Inc.
...320, 442 P.2d 810 (Ct.App.1968). See also Transradio Press Service v. Whitmore, 47 N.M. 95, 137 P.2d 309 (1943); Alexander Film Co. v. Pierce, 46 N.M. 110, 121 P.2d 940 (1942); Riblet Tramway v. Monte Verde Corp., 453 F.2d 313 (10th Cir.1972); Pound v. Insurance Co. of North America, 439 F.......
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State v. Ferguson
...State v. Garcia, 98 N.M. 186, 646 P.2d 1250 (Ct.App.1982) (trial court is upheld if right for any reason); see Alexander Film Co. v. Pierce, 46 N.M. 110, 121 P.2d 940 (1942) (where the trial court did not state a reason, ruling should not be reversed if correct upon any proper theory); see ......
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Pound v. Insurance Company of North America
...Harter, 59 N.M. 154, 280 P.2d 1045 (1955); Transradio Press Service v. Whitmore, 47 N.M. 95, 137 P.2d 309 (1943); Alexander Film Co. v. Pierce, 46 N.M. 110, 121 P.2d 940 (1942); see Spiess v. United Services Life Insurance Company, 348 F.2d 275 (10th Cir. 5 It is unnecessary for us to delve......