Crefeld Mills v. Goddard

• Decision Date: 12 July 1895
• Citation: 69 F. 141
• Parties: CREFELD MILLS v. GODDARD et al.
• Court: U.S. District Court — Southern District of New York

69 F. 141

CREFELD MILLS v. GODDARD et al.

United States Circuit Court, S.D. New York.

July 12, 1895

Hornblower Byrne & Taylor, for plaintiff.

Abraham Gruber, for defendants.

WALLACE Circuit Judge.

Upon this motion for a new trial the defendants principally rely upon a review of the ruling at the trial adverse to their contention in respect to the invalidity of the contract upon which the suit is founded, this defense having been overruled pro forma, in order that it might be deliberately considered upon motion for a new trial in the event of a verdict against the defendants. The complaint alleges a cause of action in behalf of a corporation of the state of Connecticut, for a breach on the part of the defendants of a contract by which the plaintiff was to manufacture, and the defendants were to accept, certain cotton goods at a specified price. Among other defenses set up by the defendants in their answer they allege that the contract cannot be enforced by the plaintiff because of the provisions of chapter 687 of the Laws of New York of 1892 (section 15), which is as follows:

'No foreign stock corporation other than a monied corporation shall do business in this state without having first procured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation to be carried on in this state is such as may be lawfully carried on by a corporation incorporated under the laws of this state for such a similar business, or, if more than one kind of business, by two or more corporations so incorporated for such kinds of business respectively. The secretary of state shall deliver such certificate to every such corporation so complying with the requirements of law. No such corporation now doing business in this state shall do business herein after December 31, 1892, without having procured such certificate from the secretary of state, but any lawful contract previously made by the corporation may be performed and enforced within the state subsequent to such date. No foreign stock corporation doing business in this state without such certificate shall maintain any action in this state upon any contract made by it in this state until it shall have procured such certificate.'

It appeared upon the trial that the contract was made in January, 1893, at the city of New York, where the plaintiff maintained a sales room and a selling agent. It also appeared that the plaintiff did not procure any certificate from the secretary of state, such as was required by the statute referred to, until the 6th day of February, 1895, which was shortly before the commencement of the action.

The object of the statute is to compel foreign corporations to file copies of their charters or acts of incorporation, and a statement of the business which they are carrying on within the state, with the secretary of state, and designate an agent having an office or place of business within the state upon whom process against the corporation may be served. Statutes having the like object in view are found in many other states of the Union, but the phraseology of these statutes differs so materially from that of the present statute that the decisions of the courts in construction of their provisions are of no material assistance in the present case. The question here is whether the statute intends to prohibit such foreign corporations as are doing business here,...