E.C. Vogt, Inc. v. Ganley Brothers Co.
| Citation | 242 N.W. 338,185 Minn. 442 |
| Decision Date | 11 March 1932 |
| Docket Number | 28,540 |
| Parties | E.C. VOGT, INC. v. GANLEY BROTHERS COMPANY AND OTHERS |
| Court | Minnesota Supreme Court |
In an action in the district court for Ramsey county by a Wisconsin corporation a defense interposed was that plaintiff had been doing business within this state before complying with G.S 1923 (2 Mason, 1927) §§ 7493-7494, requiring it to file with the secretary of state its articles of incorporation and to designate an agent for the service of process, and so that it could not sue upon the claim involved, which arose out of such business. The action was tried before Boerner, J. and a jury. A verdict of $3,976.17 was returned in favor of plaintiff against defendant Ganley Brothers Company. The action was dismissed as to the two other defendants. Upon a motion by the defendant named for judgment notwithstanding or a new trial, the motion for judgment was granted, and plaintiff appealed. Affirmed.
Corporation -- foreign -- unauthorized transaction of business in state.
1. The purchase of several rent-producing pieces of real estate by a foreign corporation, not licensed to do business in this state, and its management of them for a substantial period held the transaction of business here in a manner prohibited by the statute, G.S. 1923 (2 Mason, 1927) § 7493, requiring the licensing of foreign corporations.
Corporation -- business shown to be that of corporation and not of its president.
2. Numerous unequivocal documents in evidence showing that the business was that of the corporation held to control, as matter of law, against the testimony of an individual, president of the corporation, that he was but transacting his personal business in the name of the corporation.
Trial -- ruling on sufficiency of evidence -- review.
3. Having made the point that the question was one of law to be disposed of as such by the court, counsel are not estopped to reassert the claim on appeal simply because, met by an adverse ruling below, they proceeded to ask an instruction predicated on the theory of that ruling.
John H. Horeish, for appellant.
Barrows, Stewart, Jackson & Junkin, for respondents.
There was a verdict for $3,976.17 against defendant Ganley Brothers Company, whereupon it moved in the alternative for judgment notwithstanding or a new trial. The motion for judgment was granted, and plaintiff appeals. There was a dismissal below as to its codefendants, so Ganley Brothers Company is the only remaining defendant and sole respondent here.
Plaintiff is a Wisconsin corporation, organized for pecuniary profit. It did not comply with our statute, G.S. 1923 (2 Mason, 1927) § 7493, and become authorized to do business in this state until June 8, 1927. The peremptory order for judgment against it went upon the ground that the record made it appear conclusively that plaintiff had been transacting business in this state before June 8, 1927, and so could not sue upon the claim now involved, which arose out of such business.
1. The involved transaction appears from the complaint to have been initiated March 18, 1927, almost three months before plaintiff was domesticated in this state. That aside, it appears conclusively that plaintiff had been engaged in several real estate deals, had purchased several valuable St. Paul properties and for a time managed them, collecting and disbursing the rents, all before June 8, 1927. We go into detail only enough to indicate the nature of the business done. June 17, 1926, plaintiff purchased, under executory contract, a down-town office building in St. Paul. The stated purchase price was $400,000. The down payment, $10,000, was paid by checks of plaintiff. The contract was signed for plaintiff by E. C. Vogt, as president, and authenticated by plaintiff's corporate seal. Also, before it was licensed in this state it became the owner of at least two St. Paul apartment house properties. It had a resident agent for their management and collection of rents. Documents in evidence show conclusively that plaintiff took the usual equitable title of a vendee of real estate, and through its local agent was in the direct control and active management of the properties.
Our law concerning the licensing of foreign corporations is found in G.S. 1923 (2 Mason, 1927) §§ 7493-7495. By § 7493, their rights to transact business, to "acquire, hold or dispose of property within this state, or to sue or maintain any action at law or otherwise in any courts in this state" are all conditioned upon compliance with the statute. Obedience yielded after unlawful business is transacted or a prohibited contract made does not remove the statutory bar. G. Heileman Brg. Co. v. Peimeisl, 85 Minn. 121, 88 N.W. 441. No claim is made that plaintiff is entitled to the rule applicable to isolated transactions. W.H. Lutes Co. v. Wysong, 100 Minn. 112, 110 N.W. 367.
2.There is testimony by Mr. Vogt, president of plaintiff, that the Minnesota business done in the company's name before June 8, 1927, was his business and not that of the corporation. We...
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