Earl Fruit Co. v. State
| Decision Date | 04 February 1925 |
| Citation | 40 Idaho 426,233 P. 518 |
| Parties | EARL FRUIT COMPANY, a Corporation, Plaintiff, v. STATE, Defendant |
| Court | Idaho Supreme Court |
FOREIGN CORPORATIONS-QUALIFYING TO DO BUSINESS IN THE STATE-BECOMING DELINQUENT-REINSTATEMENT-PAYING ALL DELINQUENCIES-RECOMMENDATORY JUDGMENT-WHEN DENIED.
1. C S., chap. 187, prescribes what a foreign corporation shall do in order to be permitted to transact business in this state the same as a domestic corporation, and C. S., chap. 188 requires both classes of corporations to pay an annual license fee and in default of doing so they become delinquent and lose their right to transact business in this state until such defaulting corporation has paid all delinquencies and been reinstated in accordance with the requirements of this chapter.
2. Where a foreign corporation has qualified to do business in this state and thereafter ceases to do business and fails to pay the annual license fee provided for in C. S., chap. 188 it cannot re-enter the state and become qualified to do business except by paying all delinquencies against such corporation in an amount equivalent to what it should have paid had it not become delinquent and had not ceased to do business in the state.
Original proceeding in this court for recommendatory judgment. Action dismissed.
Action dismissed.
Chas. M. Kahn, for Plaintiff.
A state cannot prevent a foreign corporation from with drawing from its jurisdiction, should it so desire. (De Castro v. Compagnie Francaise, 76 F. 425; Forrest v. Pittsburg Bridge Co., 116 F. 357, 53 C. C. A. 577.)
A. H. Conner, Attorney General, and Jas. L. Boone, Assistant, for Defendant.
Every power which a corporation exercises as such in another state depends for its validity upon the laws of the sovereignty in which it is exercised, and the assent of the state may be upon such terms and conditions as the state may deem proper. (14--A. C. J. 1215; Katz v. Herrick, 12 Idaho 1, 86 P. 873; Continental etc. Investment Co. v. Hattabaugh, 21 Idaho 285, 121 P. 81.)
A foreign corporation which has complied with the constitutional and statutory requirements has all the rights and privileges of like domestic corporations, and is subject to the laws applicable to like domestic corporations, but may not enjoy any greater rights or privileges than corporations of the same or similar character created under the laws of Idaho. (C. S., secs. 4772, 4773, 4779--4782; Const., sec. 10, art. 11.)
There is no provision in our statute for the withdrawal of a corporation from this state, and if its right to do business has once been forfeited, there is only one method by which it can be reinstated. (Sec. 4787, C. S.)
This is an original action brought under art. 5, sec. 10, of the constitution of Idaho to obtain a recommendatory decision of this court upon a claim asserted by the plaintiff against the state in the sum of $ 431.25.
The complaint alleges the following: That plaintiff is a California corporation, and in 1913 complied with the laws of this state relative to foreign corporations; that it continued to do business in Idaho until 1917, when a new corporation was organized under the laws of Delaware, which took over all the business of the plaintiff in this state; that the Delaware corporation complied with the laws of the state relative to foreign corporations, and from 1917 until 1923 paid the annual license fees and transacted business in Idaho, and that during this time plaintiff did not transact any business in this state. In 1923 the plaintiff decided to re-enter the state and accordingly took over all the business and affairs of the Delaware corporation in Idaho, filed copies of its amended articles of incorporation and designation of agent and paid the required fees, including the fees and penalties for the intervening year. In 1917, when the Delaware corporation took over the plaintiff's business, plaintiff attempted to withdraw from Idaho by tendering to the Secretary of State a written certificate of withdrawal and cancelation of its designation of agent. The Secretary of State declined and refused to accept these papers for filing and refused to issue a certificate of withdrawal and cancelation, and on December 1, 1917, plaintiff having failed to make payment of the requisite fees, the Secretary of State, in accordance with the law, declared the charter of said plaintiff forfeited. When the plaintiff resumed business in Idaho in 1923 it tendered to the Secretary of State the sum of $ 192.50 for filing its articles of incorporation. The Secretary of State refused to accept said sum, or to accept the filing, unless the plaintiff paid $ 623.75, which was the amount of the annual license fees from 1917 to 1923 with penalties, plaintiff's right to do business in Idaho having been forfeited under the provisions of C. S., secs. 4784 and 4786. Plaintiff paid the sum of $ 623.75 under protest, and alleges that it did so by reason of business exigencies, and it thereafter presented a claim to the board of examiners for $ 431.25, the difference between the amount paid and the amount it had tendered to the Secretary of State. This claim was rejected by the board of examiners.
The state interposed a demurrer upon two grounds: (1) That the complaint does not state facts sufficient to constitute a cause of action; and (2) that the court has no jurisdiction over the subject...
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