Broadway Bond Street Company v. Fidelity Printing Company

• Decision Date: 06 July 1914
• Citation: 170 S.W. 394,182 Mo.App. 309
• Parties: BROADWAY BOND STREET COMPANY, Respondent, v. FIDELITY PRINTING COMPANY, Appellant
• Court: Kansas Court of Appeals

170 S.W. 394

182 Mo.App. 309

BROADWAY BOND STREET COMPANY, Respondent, v. FIDELITY PRINTING COMPANY, Appellant

Court of Appeals of Missouri, Kansas City

July 6, 1914

Appeal from Jackson Circuit Court.--Hon. Harris Robinson, Judge.

AFFIRMED.

Judgment affirmed.

Walter H. Jordaan and Willard P. Hall for appellant.

I. J Ringolsky and Jos. F. Aylward for respondent.

OPINION

TRIMBLE, J.

This is a suit, originating in a justice court, to recover the unpaid rent for the months of July, August and September 1912, aggregating $ 300 due from defendant for the basement floor of the seven story building at the southwest corner of Eighth and Broadway, Kansas City. Defendant admits that it has not paid the rent sued for, and denies plaintiff's right to recover solely upon the ground that plaintiff is a foreign corporation with no authority to do business in this State and for that reason cannot maintain this suit or recover upon it in the courts of Missouri.

Upon appeal from the justice to the circuit court, the cause was submitted to the court without a jury. Judgment was rendered in favor of plaintiff for the rent sought to be recovered and defendant has appealed presenting the sole point above mentioned.

On January 1, 1909, the building in question was owned by a Missouri corporation called the Isaacs Clothing Company. On that date it leased the basement, (being that portion of the building for the rent of which this suit is brought), to defendant, The Fidelity Printing Company, for five years at a rental of $ 100 per month. The lease expired January 1, 1914. Defendant paid its rent up to July 1, 1912, but refused to pay any rent thereafter although it continued to occupy and use the premises in question until the expiration of the lease, a period of eighteen months from its refusal to pay rent.

The firm of Isaacs Brothers is a wholesale clothing firm doing business in New York under said name. This firm had five members, and for the purpose of holding title to real estate acquired by the firm, they place the title to their real estate in the name of the Broadway Bond Street Company. This is a New York corporation chartered, among other objects, "to own, buy, sell, lease and deal in real estate in the city of New York and elsewhere," and all its capital stock is controlled by Isaacs Brothers.

The Missouri corporation, The Isaacs Clothing Company, owner of the building in question, became indebted to the firm of Isaacs Brothers in about the sum of $ 75,000. The Isaacs Clothing Company of Kansas City was otherwise not successful as a business enterprise, and the firm of Isaacs Brothers, not wanting a failure to occur in their family, paid all of its debts as well as the individual debts of Isaac Isaacs, the president of the Isaacs Clothing Company. To secure the firm of Isaacs Brothers for the money advanced, the Isaacs Clothing Company conveyed its said building to the Broadway Bond Street Company at the request of Isaacs Brothers. This was done January 25, 1911, and the deed was recorded March 8, 1911. Shortly after the building was conveyed to plaintiff, the lease to defendant was assigned to plaintiff also.

Although the title to the building thereafter stood in the name of the corporation, the Broadway Bond Street Company, yet it did nothing in regard to the property more than to be a mere depositary of title. The rent of the building was collected by Isaacs Brothers, who paid the taxes and the other expenses connected with the building and applied the remainder toward the extinguishment of the debts of the Isaacs Clothing Company. When those debts are paid the building is to be conveyed back to the Isaacs Clothing Company or whoever is entitled to its assets, presumably Isaac Isaacs.

After the building was transferred to plaintiff, defendant paid its rent, up to July 1, 1912, to Isaacs Brothers sometimes by check to their agent, Bombeck, sometimes by check drawn by defendant itself direct to Isaacs Brothers.

Plaintiff has never bought nor sold real estate in Missouri. It will neither gain profit nor suffer loss by the transaction. It doesn't own any real estate in Missouri, not even the building in question, since the deed from the Isaacs Clothing Company is nothing more than a mortgage, for the benefit of Isaacs Brothers to secure their debt, made to plaintiff at Isaacs Brothers request. The bare naked title is in plaintiff for the benefit of Isaacs Brothers and the Isaacs Clothing Company, nothing more.

A foreign corporation is not, merely because it is foreign, prevented from owning real estate or from enforcing and protecting its rights in reference to property owned in this State. And the courts of this State are open to it for this purpose. [Frick Co. v. W. G. Marshall, 86 Mo.App. 463; Missouri Coal and Mining Co. v. Ladd, 160 Mo. 435, 61 S.W. 191; Meddis v. Kenney, 176 Mo. 200, 75 S.W. 633.] It is only when the corporation is attempting to do business in this State that its contracts in furtherance of such business will not be enforced unless it has been authorized to do business here.

Do the facts in this case show that ...