Allegheny Co. v. Allen

• Decision Date: 21 July 1903
• Citation: 69 N.J.L. 270,55 A. 724
• Parties: ALLEGHENY CO. v. ALLEN et al.
• Court: New Jersey Supreme Court

55 A. 724

69 N.J.L. 270

ALLEGHENY CO.

v. ALLEN et al.

Court of Errors and Appeals of New Jersey.

July 21, 1903.

(Syllabus by the Court.)

Error to Supreme Court.

Action by the Allegheny Company against Isaac N. E. Allen and others. Judgment for plaintiff, and defendants bring error. Affirmed.

See 52 Atl. 298.

James A. Gordon, for plaintiffs in error.

Lindabury. Depue & Faulks, for defendant in error.

VAN SYCKEL, J. This suit was instituted in the Supreme Court to recover the amount due upon a promissory note dated July 16, 1900, given by the defendants Isaac N. E. Allen & Co. to the plaintiff company for $1,989.54, upon which payments amounting to the sum of $1,000 were indorsed. The defendants pleaded four several pleas:

First. The general issue.

Second. That the said promissory note was executed and delivered in the state of New York to the plaintiff company, a business corporation created and existing under the laws of the state of North Carolina. That when said note was executed and delivered it was provided by the statute of the state of New York that: "No foreign corporation * * * shall do business in this state without having first procured from the Secretary of State a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation to be carried on in this state is such as may be lawfully carried on by a corporation incorporated under the laws of this state. * * * No foreign stock corporation doing business in this state shall maintain any action in this state upon any contract made by it in this state, unless prior to the making of such contract, it shall have procured such certificate." The New York law, as originally passed, was less stringent, and provided as follows: "No foreign stock corporation doing business in this state without such certificate shall maintain any action in this state upon any contract made by it in this state until it shall have procured such certificate." Laws 1892, p. 1805, c. 687, § 15. The statute was subsequently amended, and was in the form above set forth at the time the said promissory note was given. The second plea further averred that at the time of the making of the said promissory note the plaintiff was a business stock corporation other than a moneyed corporation foreign to the state of New York, and had not theretofore procured from the Secretary of State of said state of New York a certificate that it had theretofore complied with all the requirements of the law of said state to authorize it to do business in said state, and that the business of said plaintiff be carried on in said state was such as might be lawfully carried on by a corporation incorporated under the laws of said state for such or similar business according to the form of the said statute of New York in such case made and provided. And the said plea further averred that the said plaintiff at the time of the making of the said promises and undertakings and at the times of the sale and delivery of the goods and chattels for which the said promissory note was given was doing business in the said state of New York contrary to the form of the statute aforesaid, and that said goods and chattels were sold and delivered by the plaintiff to the defendants in the state of New York.

Third. The third plea sets out: That the said promissory note was made and executed in the state of Pennsylvania to the plaintiff company, a foreign corporation created and existing under the laws of the state of North Carolina. That when said note was executed and delivered it was provided by the statute of the state of Pennsylvania that: "(1) No foreign corporation shall do any business in this commonwealth until said corporation shall have established office or offices and appointed an agent or agents for the transaction of business therein. (2) It shall not be lawful for any such corporation to do any business in this commonwealth, until it shall have filed in the office of the Secretary of the Commonwealth a statement under the seal of the said corporation, and signed by the president or secretary thereof, showing the title and object of said corporation, the location of its office or offices, and the name or names of its attorney, agent or agents, therein and the certificate of the Secretary of the Commonwealth under the seal of the commonwealth of the filing of such statement shall be preserved for public inspection by each of said agents in each and every of said offices. (3) Any person or persons, agents, officers or employees of any such foreign corporations who shall transact any business within this commonwealth for any such foreign corporation without the provisions of this act being complied with shall be guilty of a misdemeanor and upon conviction thereof shall be punished by imprisonment, not exceeding thirty days and by a fine not exceeding one thousand dollars or either at the discretion of the court trying the same." The said plea further averred that at the time of the making of the said promissory note the said plaintiff was a corporation foreign to the said commonwealth of Pennsylvania, and had not theretofore filed in the office of the Secretary of the said Commonwealth a statement under the seal of said plaintiff, and signed by the president or secretary thereof, showing the title and object of said plaintiff, the location of its office or offices, and the name or names of its authorized agent or agents therein, according to the form of the said statute of the said commonwealth. And the said plea further averred that, notwithstanding the said premises, the said plaintiff at the time of the making of the said promissory note did business in the said commonwealth of Pennsylvania contrary to the form of the said statute.

Fourth. The fourth plea alleges that the plaintiff joined with other creditors in accepting and receiving a percentage of its claim in full satisfaction of its said promissory note, and discharged the defendant from further liability thereon.

The plaintiff demurred to the second and third pleas, which, on argument before the Supreme Court, were held to be no sufficient answer to the plaintiff's cause of action, and the cause was thereupon sent down to the circuit court of Hudson county for trial on the issue of fact raised by the fourth plea. The trial judge there directed a verdict for the plaintiff, and we are of opinion that in such direction there was no error, for the reason that there was no evidence which would have justified the jury in finding that the plaintiff, through its agent or otherwise, had accepted the offer of settlement. Error is assigned upon this direction of the trial judge, and also upon the judgment of the Supreme Court upon the demurrers to the second and third pleas aforesaid.

The first question to be considered Is whether the contract made in New York can be enforced in this state. There are two settled rules which must be applied to the determination of this question, as well as to the effect of the Pennsylvania statute: (1) A contract void by the law of the state where made will not be enforced in this state. Columbia Fire Ins. Co. v. Kinyon, 37 N. J. Law, 33. A contract void at the place where made is illegal and void everywhere. Hyde v. Goodnow, 3 N. Y. 200. (2) When the statute of the state where the contract is made does not expressly declare the contract to be void, and recourse must be had to interpretation to settle the question of its validity, the construction given to the statute by the courts of the state...