Clark v. Kansas Petroleum Company

• Decision Date: 06 June 1910
• Parties: A. M. CLARK, Respondent, v. KANSAS PETROLEUM COMPANY, Appellant
• Court: Kansas Court of Appeals

129 S.W. 466

144 Mo.App. 182

A. M. CLARK, Respondent, v. KANSAS PETROLEUM COMPANY, Appellant

Court of Appeals of Missouri, Kansas City

June 6, 1910

Appeal from Jackson Circuit Court.--Hon. James E. Goodrich, Judge.

Judgment affirmed.

A. F Evans, F. F. Brumback and Wm. F. Woodruff for appellant.

On the pleadings, the law and the evidence, the finding and judgment should have been for the defendant, for the reason that the defendant, at time of the execution of the contract sued on which was made in this State and to be performed here, was a foreign corporation doing business in this State without having complied with the law of this State in regard to such corporations; and hence, the contract is void, a mere nullity, and binding neither upon the plaintiff nor the defendant. R. S. 1899, secs. 1024, 1026; Laws of Missouri 1903, pp. 119 and 121; Downing v. Ringer, 7 Mo. 585; Live Stock Ass'n v. L. & C. Co., 138 Mo. 394; Fair Ass'n v. Carmody, 151 Mo. 566; Swing v Cider & Vinegar Co., 77 Mo.App. 391; Rothwell v. Gibson, 121 Mo. 279; Tri-State Amus. Co. v. Amusement Co., 192 Mo. 404; Mill & Lumber Co. v. Sims, 197 Mo. 507; Roeder v. Robertson, 202 Mo. 522; Shoe Machinery Co. v. Ramlose, 210 Mo. 631; Zinc & Lead Co. v. Zinc Mining Co., 221 Mo. 7; Ehrhardt v. Robertson Bros., 78 Mo.App. 404; Bank v. Leeper, 121 Mo.App. 688; Buggy Co. v. Phiebe, 123 Mo.App. 521; Mfg. Co. v. Construction Co., 124 Mo.App. 349; Pittsburg Cons. Co. v. Railroad, 151 F. 125.

C. A. Braley for respondent.

(1) It was not the intention of the Legislature to declare contracts made between citizens of this State and foreign corporations not licensed to do business in this State absolutely void as between both parties, but if anything simply voidable to be taken advantage of by the party not in fault. Manufacturing Co. v. Construction Co., 124 Mo.App. 364; Mason v. Pitt, 21 Mo. 391; Rollins v. McIntire, 87 Mo. 496. (2) The appellant cannot plead its failure to comply with the laws of Missouri as a defense. It would be taking advantage of its own wrong and it is estopped to set up such a defense. Roeder v. Robertson, 202 Mo. 522; Young v. Mills & Scott Co., 122 Mo.App. 392.

OPINION

JOHNSON, J.

This action is for the recovery of nine hundred and fifty dollars on a written contract entered into by plaintiff and defendant September 5, 1904. The answer pleads that the contract is void for the reason that defendant is a foreign corporation and, at the time the contract was made, had not complied with the statutes relative to such corporations doing business in this State. The reply pleaded an estoppel grounded on the fact that defendant had received and retained the fruits of the contract. A jury was waived and the court, after hearing the evidence, rendered judgment for plaintiff. Defendant appealed.

The contract on which the suit is founded was as follows:

"This is to certify that the Kansas Petroleum Company is indebted to A. M. Clark, or order, in the sum of nine hundred and fifty dollars, consideration being a due bill against the Kansas City World for the said amount, to be paid on or before February 5, 1905, in cash, or forty-seven thousand five hundred shares of the capital stock of the Kansas Petroleum Company's stock--same to be optional with the directors of the Kansas Petroleum Company at any time on or before February 5, 1905."

The evidence shows and the trial court found "that this was a contract for newspaper advertising through which defendant was endeavoring to find a market for its capital stock." The defendant was incorporated in Arizona for the purpose of developing and operating petroleum properties in Kansas and elsewhere. It did not comply with the statutes relating to foreign...