Chicago Mill & Lumber Co. v. Sims

• Decision Date: 19 June 1906
• Court: Missouri Supreme Court
• Parties: CHICAGO MILL & LUMBER CO. v. SIMS.

95 S.W. 344

197 Mo. 507

CHICAGO MILL & LUMBER CO. v. SIMS.

Supreme Court of Missouri, Division No. 2.

June 19, 1906.

CORPORATIONS — FOREIGN CORPORATIONS — FAILURE TO COMPLY WITH STATUTE—RIGHT TO ENFORCE CONTRACT.

A contract entered into in the state by a foreign corporation which has not complied with the requirements of Rev. St. 1899, § 1025, requiring foreign corporations to file with the Secretary of State copies of their charter and make a sworn statement of the proportion of capital stock represented by property in this state, cannot be enforced by the corporation.

Appeal from Circuit Court, Pemiscot County; H. C. Riley, Judge.

Action by the Chicago Mill & Lumber Company against Thomas B. Sims. From a judgment for plaintiff, defendant appealed to the Court of Appeals, from whence the cause was certified to this court. Reversed.

Geo. H. Williams and Moore & Williams, for appellant. Faris & Oliver, for respondent.

BURGESS, P. J.

This is an action for damages for breach of covenant in a deed executed by the defendant, Sims, on the 29th day of November, 1898, conveying to the plaintiff, the Chicago Mill & Lumber Company, a foreign corporation organized under the laws of the state of Illinois, the growing timber on certain lands in Pemiscot county, Mo. Said deed, which was neither acknowledged nor recorded, allowed the plaintiff to cut and remove the timber within three years from the date thereof. The covenant of warranty for breach of which this suit was instituted reads as follows: "I warrant said timber and trees to be free and clear from any incumbrance done or suffered by me, or those under whom I claim, and I will warrant and defend the title to the said timber and trees to the said Chicago Mill & Lumber Company, or their assigns, against the lawful claims and demands of all persons whomsoever." About a month after the execution of that deed, the defendant made and executed a quitclaim deed conveying to E. A. M. Webb and Joe Webb the land on which stood the timber theretofore sold and conveyed to plaintiff, without any reservation in said second deed as to the timber so sold. This deed was put on record, and the Webbs began cutting and removing the timber from said land, of which fact the plaintiff became aware, and notified the defendant to protect it under his covenant of warranty, which defendant, by letter, promised to do, and in said letter requested plaintiff to confer with his (defendant's) attorney and act upon his advice respecting the necessary steps to be taken in that behalf. Thereafter the plaintiff, acting upon the specific advice of defendant's said attorney, brought suit against the Webbs and one John Erwin to enjoin them from cutting and removing the timber from said land, but which suit resulted adversely to plaintiff; the court holding that the title to the timber was in the Webbs. The petition in the case at bar contains two counts, the first count of which asked judgment against the defendant for the sum of $720, with interest from the 29th day of November, 1898, to date of judgment, together with the costs and attorney's fees paid out by the plaintiff in the prosecution of said injunction suit. On the second count judgment was for the defendant, but with this we are not concerned as it is not in issue. The only defense set up in the answer to said first count was that the plaintiff was a foreign corporation resident in this state and doing business therein ...