Diamond Glue Co. v. United States Glue Co.

• Decision Date: 08 May 1900
• Citation: 103 F. 838
• Parties: DIAMOND GLUE CO. v. UNITED STATES GLUE CO.
• Court: U.S. District Court — Eastern District of Wisconsin

103 F. 838

DIAMOND GLUE CO. v. UNITED STATES GLUE CO.

United States Circuit Court, E.D. Wisconsin.

May 8, 1900

The plaintiff is an Illinois corporation, and the complaint alleges as a cause of action breach of contract entered into between the parties which bears date June 25, 1898 providing, in substance, for the erection by the defendant, a Wisconsin corporation, of a glue factory, near Milwaukee Wis., which was to be supervised and operated by the plaintiff for the defendant, through the officers and superintendent furnished by the former, for the term of five years from the completion of the plant; the plaintiff to have the handling and sale of the entire output, guarantying payment of such sales, and retaining a percentage on both sales and profits. In consideration of such arrangement the plaintiff, having numerous factories in various states engaged in manufacturing glue, with numerous branches and connections, and extensive experience in manufacture and trade, agreed to supervise the plans for the factory, and in manufacture and trade, agreed to supervise the plans for the factory, and give to it the benefit of all its labor-saving devices, and of its knowledge and experience in the business and should refrain from 'manufacturing either hide or calf glue at any of its said factories' after the defendant's plant became operative. The complaint alleges the completion of the plant on or about July 25, 1899, with performance on the part of the plaintiff as agreed, and that it thereafter refrained from the manufacture of hide and calf glue, and closed down its factories theretofore engaged in such manufacture, and at great expense fitted one of them for the manufacture of other kinds of glue, and proceeded with the management of the business of the defendant's plant in accordance with said agreement up to December 2, 1899 when said defendant refused to permit further performance, to the damage of the plaintiff $200,000. The answer states various matters by way of defense, but demurrer is interposed to that portion only which sets up the invalidity of the contract by reason of noncompliance by the plaintiff with the provisions of section 1770b of the Revised Statutes of Wisconsin for the year 1898, which prohibits any foreign corporation from transacting business or acquiring or disposing of property in the state until it shall have filed in the office of the secretary of state 'a duly-authenticated copy of its charter, articles of association or incorporation,' and 'all amendments thereto which may be made while it shall continue to do business therein'; such filing to have the effect of constituting 'the secretary of state its true and lawful attorney upon whom all summons, notices, pleadings or process in any action or proceeding against it may be served in respect to any liability arising out of any business, contract or transaction in this state,' to 'continue in force irrevocably so long as any liability' remains outstanding in the state. Penalties are prescribed for violations of the statute, and it is further provided that 'any contract made by or on behalf' of such corporation 'affecting the personal liability thereof, or relating to property within the state' before compliance, 'shall be wholly void on its behalf,' but enforceable against it. This provision is contained in the revision of 1898, enacted at a special session in August, 1897, approved August 20, 1897, and made to go into effect September 1, 1898. The answer avers that prior to September 1, 1898, the defendant, 'had transacted no business with others than its members, except partially planning and making certain contracts for the construction of its said factory, and acquiring a site therefor, and that practically all things which were done or attempted to be done by the said plaintiff' under the contract in...