Coit & Co. v. Sutton

• Decision Date: 16 October 1894
• Citation: 102 Mich. 324,60 N.W. 690
• Parties: COIT & CO. v. SUTTON.
• Court: Michigan Supreme Court

60 N.W. 690

102 Mich. 324

COIT & CO. v. SUTTON.

Supreme Court of Michigan

October 16, 1894

Error to circuit court, Wayne county; George S. Hosmer, Judge.

Action by Coit & Co. against Eli R. Sutton. There was a judgment for plaintiff, and defendant brings error.

R. B. Wilkinson, for appellant.

Bowen Douglas & Whiting and A. N. Ellis, Atty. Gen., for appellee.

HOOKER J.

The plaintiff, a corporation of the state of Illinois, recovered a judgment in the Wayne county circuit court, from which the defendant appeals. The finding of facts shows that plaintiff was engaged in the business of shipping from Illinois goods manufactured in that state, to its customers in Michigan, on orders given it by mail, or taken by its agents in Michigan; that on January 23, 1894, the plaintiff, through its duly-authorized agent, entered into a written contract with the defendant, in the city of Detroit Mich., for the sale to him of a quantity of white lead at a specified price, to be paid for upon delivery; that on January 27, 1894, delivery of the lead was tendered at Detroit. The defendant refused to receive the lead, claiming the contract to be void. At the time of making such tender the plaintiff had not filed articles of association in this state, and had not paid to the secretary of state a franchise fee, as provided by No. 79 of the Laws of 1893. Counsel for plaintiff seek to avoid the effect of said act, contending that it is in conflict with the provision of the federal constitution that "congress shall have power to regulate commerce among the several states." Article 1, � 8. The defendant relies upon the familiar rule that states may impose conditions upon the right of foreign corporations to do business within their limits. This rule has been recognized by the federal courts where it does not conflict with the power of congress to regulate commerce. See Paul v. Virginia, 8 Wall. 168. But, where the effect is to restrain or obstruct commerce among the states, it cannot be applied; the federal decisions, to which we must look for a construction of the constitution, holding that it is the right of persons residing in one state to contract and sell their commodities in another, unrestrained, except where restraint is justified under the police power, by states, or by act of congress, and that this right extends to corporations. Paul v. Virginia, 8 Wall. 168; Brown v. Maryland, 12 Wheat. 425; To view preceding link please click here Welton v. Missouri, 91 U.S. 275; Pensacola Tel Co. v. W. U. Tel. Co., 96 U.S. 1; Webber v Virginia, 103 U.S. 344; Manufacturing Co. v. Ferguson, 113 U.S. 727, 5 S.Ct. 739; Pembina Con. Silver Mining & Milling Co. v. Pennsylvania, 125 U.S. 181, 8 S.Ct. 737; Bowman v. Railway Co., 125 U.S. 465, 8 S.Ct. 689, 1062; Moran v. New Orleans, 112 U.S. 69, 5 S.Ct. 38; To view preceding link please click here Pickard v. Car Co., 117 U.S. 34, 6 S.Ct. 635; Robbins v....