Florscheim & Co. v. Fry

• Decision Date: 24 January 1905
• Citation: 109 Mo. App. 487,84 S.W. 1023
• Court: Missouri Court of Appeals
• Parties: FLORSCHEIM & CO. v. FRY.

84 S.W. 1023

109 Mo. App. 487

FLORSCHEIM & CO. v. FRY.

St. Louis Court of Appeals. Missouri.

January 24, 1905.

CORPORATIONS — PROOF OF CORPORATE EXISTENCE—FOREIGN CORPORATIONS—CERTIFICATES OF INCORPORATION — ADMISSION OF CORPORATE EXISTENCE.

1. As there is no common-law rule in respect to the granting of charters to private corporations, no presumption can be indulged as to what the law of a sister state in regard to the granting of charters to such corporations is, so that, where the alleged incorporation of a company, under the laws of a sister state is denied under oath, it devolves on the party alleging such incorporation to affirmatively prove the same.

2. Under Rev. St. 1899, § 3098, providing that records kept in any public office of a sister state, not appertaining to a court, shall be evidence in this state, if attested by the keeper of said records and the seal of his office, it is necessary to show, as a basis for the introduction of an alleged certified copy of articles of incorporation granted by a sister state that the laws of that state required the articles to be kept or recorded by the officer certifying the copy.

3. The mere admission of defendant that he owed the account sued on, which was made out in the name of plaintiff, as a corporation, does not constitute an admission by defendant of plaintiff's corporate existence, nor estop him to deny the same.

Appeal from Louisiana Court of Common Pleas; David H. Eby, Judge.

Action by Florscheim & Co., a corporation, against John C. Fry. From a judgment for plaintiff, defendant appeals. Reversed.

Ball & Sparrow, for appellant. E. E. Campbell, for respondent.

BLAND, P. J.

The suit was begun before a justice of the peace in the township where defendant resides, in the county of Pike. In its complaint filed before the justice, plaintiff alleges that it is a corporation organized under the laws of the state of Illinois. The suit is to recover on an account for merchandise sold and delivered to defendant by plaintiff, aggregating $210.

Defendant filed the following affidavit in the common pleas court:

"Florsheim & Co., an Illinois Corporation, Plaintiff, v. John C. Fry, Defendant. The defendant, on his oath, states that he has not information as to whether or not the plaintiff is or is not a corporation. Therefore defendant, on his oath, denies that the plaintiff is a corporation. J. C. Fry.

"Subscribed and sworn to before me this, the twenty-third day of May, 1904. John W. Robertson, Clerk of the Louisiana Court of Common Pleas. [Seal]. Filed May 23, 1904."

The case was taken by appeal to the Louisiana court of common pleas, where, on a trial de novo, plaintiff recovered judgment, from which defendant duly appealed.

But one question is presented by the record for decision. To prove its incorporation, plaintiff introduced and read in evidence, over the objection of defendant, what purported to be a certified copy of its articles of incorporation, to which was appended the following certificate:

"United States of America, State of Illinois—ss.: Office Secretary of State. I, James A. Rose, Secretary of the State of Illinois, do hereby certify that the foregoing is a true copy of articles of incorporation of Florsheim and Company, the original of which is now on file in my office. In witness whereof, I hereunto set my hand and affix the great seal of State, at the city of Springfield, this ninth day or April, A. D., 1904. James A. Rose, Secretary of State. [Seal.]"

The laws of Illinois were not offered in evidence. Appellant's contention is that the courts of this state cannot take judical notice of the laws of Illinois, or of the fact that James A. Rose is the Secretary of the state of Illinois, or that his office is the proper depository of certificates of incorporation issued under the laws of that state. There is no common-law rule in respect to the granting of charters to private business corporations. In this country they are generally granted either by special acts of the lawmaking power, or obtained under general statutes regulating the subject. In these circumstances, no presumption can be indulged as to what the law of Illinois is in regard to the issuance of certificates of incorporation, or what officer of that state is authorized to issue such certificates, or who is the proper custodian of them after they are issued. Plaintiff alleged that it was incorporated under the laws of Illinois, and defendant...