Consolidated Wagon & Machine Co. v. Kent
| Decision Date | 29 April 1913 |
| Citation | 23 Idaho 690,132 P. 305 |
| Parties | CONSOLIDATED WAGON AND MACHINE CO., Respondent, v. S.W. KENT, Appellant |
| Court | Idaho Supreme Court |
FOREIGN CORPORATION-COMPLIANCE WITH CONSTITUTION AND STATUTE BEFORE DOING BUSINESS-SUFFICIENCY OF PLEADING-USURY.
1. An allegation in a complaint that the plaintiff is a foreign corporation doing business in this state and "that said company has complied with the statutes of the State of Idaho requiring a certified copy of its articles of incorporation to be filed in the office of the Secretary of State of the State of Idaho, and has duly designated its legal agent for the State of Idaho, said designation being of record at the office of the Secretary of State of the State of Idaho," is not a sufficient allegation of compliance with the constitution and statute of this state in order to entitle it to do business in the state, and is obnoxious to a special demurrer.
2. Where a complaint by a foreign corporation attempts to allege the compliance of such corporation with the foreign corporation laws of this state by reciting the things that the corporation has done, a failure to set forth the performance of all the things required by the constitution and statute leaves the complaint open to demurrer on the ground of failure to show capacity to sue.
3. Where a promissory note provides for the payment of interest at the legal rate after judgment, such provision is not usurious under the terms of sec. 1539, Rev. Codes.
APPEAL from the District Court of the Fifth Judicial District for Bear Lake County. Hon. Alfred Budge, Judge.
Action on promissory note. Judgment for plaintiff. Defendant appealed. Reversed.
Reversed and remanded with direction. Costs awarded in favor of appellant.
T. L Glenn and John A. Bagley, for Appellant.
"A foreign corporation failing to comply with the requirements of the constitution and statutes cannot maintain a suit or action in any of the courts of this state for breach or violation of any contract entered into during the time the corporation had failed and neglected to comply with the constitution and statute." (Paul v. Virginia, 8 Wall. (U.S.) 181, 19 L.Ed. 357; Katz v Herrick, 12 Idaho 1, 86 P. 873.)
The court erred in overruling the demurrer and holding that the notes sued upon were not usurious. (Vermont Loan Co. v. Hoffman, 5 Idaho 376, 95 Am. St. 186, 49 P. 314, 37 L. R. A. 509; Stevens v. Home Savings Co., 5 Idaho 741, 51 P. 779, 986.)
Charles E. Harris, for Respondent, cites no authorities.
The defendant demurred to the complaint and his demurrer was overruled. He declined to answer; judgment was entered against him and he has prosecuted this appeal.
The plaintiff is a foreign corporation doing business in this state. With a view evidently to bringing itself within the purview of our statute, sec. 2792, Rev. Codes, the complaint contained the following allegation as to plaintiff's compliance with the constitution and statute of this state:
Defendant filed a special demurrer, calling attention to the fact that the complaint failed to show that the articles of the plaintiff's incorporation were ever filed with the county recorder or clerk of the district court of Bear Lake county the county in which it was doing business, or of any other county of the state, and that it was insufficient, in that it failed to show that the corporation had complied with all the provisions of the constitution and the statute, requiring it to do certain things and perform certain acts before it would be entitled to do business in this state or could maintain an action in the courts of this state. The court overruled this demurrer. The ruling of the court was erroneous. If the pleader had stopped by alleging that the company had complied with the constitution and statutes of the state of Idaho with reference to foreign corporations doing business in this state, it would have doubtless been sufficient. But he did not make such an allegation; he merely alleged "that said company has complied with the statutes of the state of Idaho, requiring a certified copy of its articl...
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