Edison General Elec. Co. v. Canadian P. Nav. Co.

• Decision Date: 06 March 1894
• Citation: 8 Wash. 370,36 P. 260
• Parties: EDISON GENERAL ELECTRIC CO. v. CANADIAN PAC. NAV. CO. [1]
• Court: Washington Supreme Court

36 P. 260

8 Wash. 370

EDISON GENERAL ELECTRIC CO. v. CANADIAN PAC. NAV. CO. ^[1]

Supreme Court of Washington

March 6, 1894

Appeal from superior court, King county; T. J. Humes, Judge.

Action by the Edison General Electric Company against the Canadian Pacific Navigation Company on a written contract. From a judgment for plaintiff, defendant appeals. Reversed.

Hughes, Hastings & Stedman, for appellant, in support of the proposition that the contract was illegal cited 3 Am. & Eng. Enc. Law, p. 872; Bank v. Owens, 2 Pet. 527; Miller v. Ammon, 12 S.Ct. 884, 145 U.S. 421; Dillon v. Allen, 46 Iowa, 299; Swann v. Swann, 21 F. 299.

Preston Albertson & Donworth and Burke, Shepard & Woods, for respondent.

HOYT J.

This action was brought to recover for materials furnished, and labor performed, in pursuance of a written contract between the plaintiff and the defendant. Such contract was in substantially the following form: "This agreement, made and entered into this 24th day of December, 1890, by and between the Edison General Electric Co., hereinafter called the 'company,' and the Canadian Pacific Navigation Co., Ltd., hereinafter called the 'purchaser.' The terms and conditions of this agreement are such that the company agrees for the sum of three hundred and fifty ($350) dollars, and in consideration of the mutual promises made below, to furnish the following apparatus and material necessary to change the existing electric light system on board the said purchaser's steamer Islander, to conform to the Edison system as regards lamps and sockets: 220 Edison key sockets; 220 Edison 16 c. p. lamps; the necessary fittings required to fit with Edison sockets the existing chandeliers and brackets; the necessary wire to renew circuit in stokeroom. The company will furnish the services of an expert to make the necessary changes from the existing system to the Edison system, to overhaul the wires where necessary, for the sum of five ($5) dollars per day from the time he leaves Seattle until his return, and the necessary living expenses while employed on steamer and during time en route from and to Seattle, and traveling expenses from and to Seattle. In case any material not included in this contract is desired, the purchaser agrees to give the company a written order for the same, and a charge for said extras is to be mentioned in said order. In consideration of the above the purchaser agrees to pay the said company for all material and labor furnished under this agreement when the work has been completed and found to be in good working order." The answer of the defendant put in issue many of the allegations of the complaint, and alleged by way of affirmative defense, that the contract in question was made and to be performed in the province of British Columbia; that, by the laws of said province, a foreign corporation may register in the manner provided, and thus secure practically the rights of a domestic corporation as to the transaction of business in the province; that, if it transact business in the province without having so qualified itself, it shall incur a penalty not exceeding five dollars for every day during which business is so carried on; that plaintiff company was a foreign corporation, and had not in any manner complied with the provisions of such laws; and that, by reason of such non-compliance, the contract entered into was void. These facts were set out in detail in the answer, so that the question of the validity of the contract under the laws of said province was fully presented. The court, upon motion, struck out one of the paragraphs of said defense, and its action in so doing is the first error assigned by appellant. This ruling had no effect upon appellant's rights, and it is not necessary that we should decide as to its correctness.

The next error assigned is founded upon the action of the court in sustaining respondent's demurrer to this affirmative defense. It held that the terms of the law therein pleaded were not such as to make void contracts of foreign corporations that had not complied with its provisions. The only provision in the statute set out in the defense which tended materially to sustain the contention of the appellant was that in which it was provided that for every day that business was done by a foreign corporation without having complied with the statute it should pay a penalty, as therein provided. There is some diversity among the cases in the construction of laws of this kind, but the weight of authority seems to establish the doctrine that it is the duty of the courts to look at the whole statute, and therefrom determine as to what was the intent of the legislature. If by the terms thereof, the act is made unlawful, it will usually be construed to amount to a prohibition of said act, and the imposition of a penalty will also amount to a prohibition if, from the language used, such seems to have been the intent of the legislature. But in the case at bar, while the company is liable to the penalty provided in the statute, there is nothing in the act which in terms prohibits the transaction of business or declares it to be unlawful, and the particular language of the clause which imposes the penalty has no tendency to establish either of said propositions. On the contrary, its language, fairly construed, would seem to contemplate that the company might do business without such registration, but that, if it did, it should pay the penalty therein prescribed for the privilege of so doing. The cases cited by appellant, when applied to the facts of this case, have little tendency to sustain its contention. The investigation which we have been able to give to the adjudged cases tends to support the statement made by respondent, in its brief, that a provision like the one under consideration has never been held to render contracts void, though entered into without the authority of ...