Belle City Manufacturing Co. v. Frizzell

• Decision Date: 09 May 1905
• Citation: 81 P. 58,11 Idaho 1
• Parties: BELLE CITY MANUFACTURING COMPANY v. FRIZZELL
• Court: Idaho Supreme Court

81 P. 58

11 Idaho 1

BELLE CITY MANUFACTURING COMPANY v. FRIZZELL

Supreme Court of Idaho

May 9, 1905

FOREIGN CORPORATIONS-DOING BUSINESS WITHIN THIS STATE-STATUTE-INTERSTATE COMMERCE-FILING ARTICLES OF INCORPORATION-DESIGNATING AGENT UPON WHOM SERVICE OF PROCESS MAY BE MADE.

1. A foreign corporation that manufactures farm machinery in another state and sells the same to citizens of this state upon orders to be approved by it, taken either by a local or transient agent, and if approved the machinery to be shipped into the state pursuant to such order, does not come within the provisions of section 2653 of the Revised Statutes as amended by act approved March 10, 1903 (Sess. Laws 1903, p 49).

2. Such corporation so making sales is not required by the provisions of said section to have a designated place of business in this state or to file its articles of incorporation with the county recorder and Secretary of State, or designate an agent upon whom service of process may be made.

3. Business conducted as shown by the facts in this case is simply interstate commerce. It was intercourse and traffic resulting in the purchase and sale of farm machinery and not the "doing of business" within the meaning of that phrase as used in said section 2653, Revised Statutes.

4. The legislature cannot impose conditions or limitations upon the right of a foreign corporation to make contracts in the state for carrying on interstate commerce between the states.

5. The provisions of the above section were not intended to, and do not, interfere, with interstate commerce, but apply only to corporations actually doing or conducting business within the state.

6. A state legislature is prohibited from placing any restrictions upon interstate commerce; that power is reserved to Congress.

(Syllabus by the court.)

APPEAL from the District Court of Latah County. Honorable Edgar C Steele, Judge.

Action to recover the purchase price for a threshing machine outfit. Judgment for the plaintiff. Affirmed.

Judgment of the trial court affirmed, with costs in favor of respondent.

Stewart S. Denning, for Appellant.

Manufacturing corporations and all other corporations whose business is of local and domestic nature are subject to the control of the state. (Crutcher v. Kentucky, 141 U.S. 47, 11 S.Ct 851, 35 L.Ed. 649; Coe v. Errol, 116 U.S. 517, 6 S.Ct. 475, 29 L.Ed. 715.) And this irrespective of the proposition that a part of the business of such manufacturing corporation may be the sale of the products in other states. (United States v. E. C. Knight Co., 156 U.S. 1, 15 S.Ct. 249, 39 L.Ed. 325; Hopkins v. United States, 171 U.S. 578, 19 S.Ct. 40, 43 L.Ed. 290; John Deere Plow Co. v. Wyland, 69 Kan. 245, 76 P. 863, and cases cited.) Plaintiff was "transacting business" in the state of Idaho under the contract. (Connecticut Mut. Ins. Co. v. Spratley, 172 U.S. 602, 19 S.Ct. 309, 43 L.Ed. 569; Cooper Mfg. Co. v. Ferguson, 113 U.S. 727, 5 S.Ct. 739, 28 L.Ed. 137; Farrior v. New England Mg. Sec. Co., 88 Ala. 275, 7 So. 200; Commonwealth v. Standard Oil Co., 101 Pa. 119; Santa Clara Female Academy v. Sullivan, 116 Ill. 375, 56 Am. Rep. 776, 6 N.E. 183; Oshkosh W. W. Co. v. City of Oshkosh, 187 U.S. 437, 23 S.Ct. 234, 47 L.Ed. 240; Pennsylvania Co. v. Bauerle, 143 Ill. 459, 33 N.E. 166; Chattanooga Nat. Bldg. etc. Assn. v. Denson, 189 U.S. 408, 23 S.Ct. 630, 47 L.Ed. 870; Diamond Glue Co. v. United States Glue Co., 187 U.S. 611, 23 S.Ct. 206, 47 L.Ed. 328.) Only laws passed after a contract has come into existence can impair its obligation. (Edwards v. Kearzey, 96 U.S. 595, 24 L.Ed. 793; Deeny v. Bennet, 128 U.S. 489, 9 S.Ct. 134, 32 L.Ed. 491; Rapalje & Lawrence's Law Dictionary, 935; Anderson's Law Dictionary, 754; Johnson v. Fay, 16 Gray, 144; Commonwealth v. Bennett, 108 Mass. 30, 11 Am. Rep. 304; Baker v. Johnson, 2 Rob. (N. Y.) 570; Smith v. Morrison, 22 Pick. 430; Stine v. Bennett, 13 Minn. 153; Logan v. State, 3 Heisk. (Tenn.) 442; Hill v. State, 5 Lea, 725; In re Kemeys, 56 Hun, 1117; Jones v. Hutchinson, 43 Ala. 721; Chumasero v. Potts, 2 Mont. 242; Waterman v. Philadelphia, 33 Pa. 202; Diamond Glue Co. v. United States Glue Co., 187 U.S. 611, 23 S.Ct. 206, 47 L.Ed. 328.) A foreign corporation finding itself within the state of Idaho, as a matter of grace, could not, by its own act, acquire any right as against the state to continue its domicile therein. (State ex rel. Crow v. Firemen's Fund Ins. Co., 152 Mo. 1, 52 S.W. 595, 45 L. R. A. 363; Doyle v. Continental Ins. Co., 94 U.S. 535, 24 L.Ed. 148; Connecticut Mut. Ins. Co. v. Spratley, 172 U.S. 602, 19 S.Ct. 309, 43 L.Ed. 569; Fletcher v. Peck, 6 Cranch, 87, 3 L.Ed. 162; Bedford v. Eastern Bldg. etc. Assn., 181 U.S. 227, 21 S.Ct. 597, 45 L.Ed. 834; Chattanooga Nat Bldg. etc. Assn. v. Denson, 189 U.S. 408, 23 S.Ct. 630, 47 L.Ed. 870.) The contract having been made after the passage and publication of the statute, it was necessarily made with a view to the statute and subject to its terms. (Ford v. Chicago Mutual Assn., 155 Ill. 166, 39 N.E. 651, 27 L. R. A. 298; Pinney v. Nelson, 183 U.S. 144, 22 S.Ct. 52, 46 L.Ed. 125; Stine v. Bennett, 13 Minn. 153.) The following case was decided by the supreme court of the United States on the twentieth day of February, 1905: Allen et al. v. Alleghany Co., 196 U.S. 458, 25 S.Ct. 311, 49 L.Ed. 553.

Orland & Smith, for Respondent.

The contention of the respondent is, that it is not necessary to file its articles nor appoint an agent, for the reason that it is not doing business in the state of Idaho within the meaning of the act of March 10, 1903; that it is engaged in interstate business, and that this act does not apply to foreign corporations selling its manufactured wares in the state of Idaho; that if the act does apply to sales of this kind, the selling of its manufactured products to citizens of the state, then the act is void, being in conflict with the provisions of section 8 of article 1 of the constitution of the United States, under the following provisions, "To regulate commerce with foreign nations, and among the several states," and violative of the principles of interstate commerce. This respondent has no place of business in the state of Idaho, and never has had, and only sold this single machine in the state during the year. So far as this transaction is concerned, it is purely interstate commerce; the machine was manufactured in Wisconsin, and shipped directly from the manufacturer without the state to the appellant within the state of Idaho. (17 Am. & Eng. Ency. of Law, 2d ed., p. 61: Gloucester Ferry Co. v. Pennsylvania, 114 U.S. 196, 5 S.Ct. 628, 29 L.Ed. 159; Horn Silver M. Co. v. New York, 143 U.S. 305, 12 S.Ct. 403, 36 L.Ed. 164; McCall v. California, 136 U.S. 104, 10 S.Ct. 881, 34 L.Ed. 394; Norfolk etc. R. R. Co. v. Pennsylvania, 136 U.S. 114, 10 S.Ct. 958, 34 L.Ed. 394; Hooper v. California, 155 U.S. 649, 15 S.Ct. 207, 39 L.Ed. 297; Cooper Mfg. Co. v. Ferguson, 113 U.S. 727, 5 S.Ct. 739, 28 L.Ed. 1137, Sigel-Campion L. S. C. Co. v. Haston, 68 Kan. 749, 75 P. 1028; MacNaughton v. McGirl, 20 Mont. 124, 63 Am. St. Rep. 610, 49 P. 655, 38 L. R. A. 367.) The power reserved to Congress to control commerce between the states applies as well to corporations as to individuals. The manner in which such commerce is carried on, whether through agents and salesmen traveling through the state, or by other systems of agency is immaterial; it is but a means to accomplish the ends of commerce. (Singer Mfg. Co. v. Hardee, 4 N. Mex. 175, 16 P. 605; Wagner v. Meakin, 92 F. 77; Coit v. Sutton, 102 Mich. 324, 60 N.W. 690, 25 L. R. A. 819; Gunn v. White Sewing Mach. Co., 57 Ark. 24, 38 Am. St. Rep. 223, 20 S.W. 591, 18 L. R. A. 206; McCall v. California, 136 U.S. 104, 10 S.Ct. 881, 34 L.Ed. 394; Robbins v. Taxing Dist., 120 U.S. 489, 7 S.Ct. 592, 30 L.Ed. 694; Lyng v. Michigan, 135 U.S. 161, 10 S.Ct. 725, 34 L.Ed. 150; Cooper Mfg. Co. v. Ferguson, 113 U.S. 727, 5 S.Ct. 739, 28 L.Ed. 1137; Crutcher v. Kentucky, 141 U.S. 47, 11 S.Ct. 851, 35 L.Ed. 650; Kindel v. Beck & P. L. Co., 19 Colo. 310, 35 P. 539, 24 L. R. A. 311; Colorado Iron Works v. Sierra Grande Min. Co., 15 Colo. 499, 22 Am. St. Rep. 433, 25 P. 325; Oakland Sugar Mill Co. v. Fred W. Wolfe Co., 118 F. 241; Talbutt v. State, 39 Tex. Cr. 64, 73 Am. St. Rep. 903, 44 S.W. 1091; Bloomington v. Bourland, 137 Ill. 534, 31 Am. St. Rep. 382, 27 N.E. 692; 17 Am. & Eng. Ency. of Law, 2d ed., p. 107; Brennen v. Titusville, 153 U.S. 289, 14 S.Ct. 829, 38 L.Ed. 719; Leisy v. Harden, 135 U.S. 100, 10 S.Ct. 681, 34 L.Ed. 128.) The power of Congress to legislate upon questions of commerce between the states, and any attempt on the part of the state to do so is void. And especially is this true since the passage of the interstate commerce act of February 4, 1887. (Walling v. Michigan, 116 U.S. 447, 6 S.Ct. 454, 29 L.Ed. 691; Brown v. Huston, 114 U.S. 622, 5 S.Ct. 1091, 29 L.Ed. 257; Welton v. Missouri, 91 U.S. 275, 23 L.Ed. 348; 17 Am. & Eng. Ency. of Law, 2d ed., p. 67, and cases cited.) The respondent desires to further call the attention of the court to a decision which has come to hand since the argument of the case. (Kehrer v. Stewart, 197 U.S. 60, 25 S.Ct. 403, 49 L.Ed. 403.)

SULLIVAN, J. Stockslager, C. J., and Ailshie, J., concur.

OPINION

SULLIVAN, J.

The respondent in this action is a foreign corporation, organized and doing business under the laws of the state of Wisconsin and is engaged in the manufacture of threshing-machines and farm machinery and selling the same in the various states of the Union. On the twenty-sixth day of June, 1903, the defendant, who is the appellant here, gave an order to one M. J. Shields of Moscow, Idaho, for a threshing-machine, which order was taken on blanks furnished by ...