Armour Packing Co. v. Vinegar Bend Lumber Co.

• Decision Date: 20 December 1906
• Citation: 149 Ala. 205,42 So. 866
• Parties: ARMOUR PACKING CO. OF LOUISIANA, LIMITED, v. VINEGAR BEND LUMBER CO.
• Court: Alabama Supreme Court

42 So. 866

149 Ala. 205

ARMOUR PACKING CO. OF LOUISIANA, LIMITED, v. VINEGAR BEND LUMBER CO.

Supreme Court of Alabama

December 20, 1906

Appeal from Circuit Court, Mobile County; Samuel B. Browne, Judge.

"To be officially reported."

Action by the Armour Packing Company of Louisiana, Limited, against the Vinegar Bend Lumber Company. From a judgment for defendant, plaintiff appeals. Affirmed.

This was an action brought by appellant against the appellee in the circuit court of Washington county, seeking to recover the sum of $346.89 due by account. The cause was removed by agreement of parties to the circuit court of Mobile county. The defendant interposed the following pleas: "Comes the defendant, and for further plea in this cause, entitled as above on the docket of this court, says that the plaintiff is a foreign corporation, and the account herein sued upon is on account of shipment of goods on orders of the defendant given to persons acting for plaintiff in the state of Alabama, and the goods were shipped during the month of August and September, 1902, from the store and warehouse of the plaintiff in Mobile, Ala., as follows, viz.: $987.59 worth of said goods were shipped to Turner, Miss., and received by the defendant at its principal place of business at Vinegar Bend Ala., and the balance of said goods, amounting to $399.99 were shipped to defendant's place of business in the state of Alabama. That the defendant made payments to the plaintiff generally, without directing their application, on account of its purchases of said goods, as follows, viz $693.79 on, to wit, 15th of November, 1902; $346.89 on, to wit, March, 1903. And the defendant avers as negative matter that the plaintiff had not complied with the laws of the state of Alabama, so as to entitle the plaintiff to do business in this state, in that it had not, at the time of the said transactions with defendant in the matter of the order and shipments of said goods, filed with the Secretary of State of Alabama a certified copy of its articles of incorporation or association." Demurrers were interposed to this plea: Because it is double, in that it attempts to set up payment of the account sued on and also the failure of the plaintiff to comply with the laws of Alabama, so as to entitle it to do business in this state; and because it fails to set out any facts showing payment of the account sued on nor does it allege that the plaintiff was not doing business in this state prior to the time when the Constitution of Alabama, providing that no foreign corporation shall do any business in this state without filing with the Secretary of State a certified copy of its articles of incorporation or association, became effective; and because said plea fails to allege that the goods shipped by plaintiff to Turner, Miss., have been paid for; and because said plea fails to allege that the payments made by defendants to the amount of the purchase price of the goods shipped by plaintiff to Turner, Miss., were made in payment of said goods. These demurrers were overruled, and the judgment was for defendant upon its plea.

Mitchell & Tonsmeire, for appellants.

Chas. L. Bromberg, for appellee.

TYSON C.J.

The right of foreign corporations to do business in this state rests upon comity, and not upon any contractual obligations. It was, therefore, entirely competent for the...