La France Fire Engine Co. v. Town of Mt. Vernon

• Decision Date: 11 June 1894
• Citation: 9 Wash. 142,37 P. 287
• Parties: LA FRANCE FIRE-ENGINE CO. v. TOWN OF MT. VERNON.
• Court: Washington Supreme Court

37 P. 287

9 Wash. 142

LA FRANCE FIRE-ENGINE CO. v. TOWN OF MT. VERNON.

Supreme Court of Washington

June 11, 1894

Appeal from superior court, Skagit county; Henry McBride, Judge.

Action by La France Fire-Engine Company against the town of Mt Vernon. There was a judgment for defendant, and plaintiff appeals. Reversed.

For dissenting opinion, see 38 P. 80.

Million & Houser, for appellant.

J Henry Smith, for respondent.

DUNBAR C.J.

This action was brought by appellant, a corporation of New York against respondent, a municipal corporation of the fourth class, to recover of and from respondent a balance due on the purchase price of a fire engine sold and delivered to respondent in the year 1890, the suit being based on a note in words as follows: "$1,250.00. Feb. 20 1891. Two years after date we promise to pay to the order of La France Fire-Engine Co. twelve hundred and fifty dollars, with interest thereon at 8 per cent. per annum from date until paid, at First National Bank, Mt. Vernon, Wash. The Town of Mt. Vernon, per H. Clothier, Mayor of Mt. Vernon, Wash. Attest: Fred G. Pickering, Clerk. [Seal]." The defendant demurred to the complaint for the reasons-First, that the complaint did not state facts sufficient to constitute a cause of action; and, second, that the plaintiff had no legal capacity to sue. The demurrer was sustained by the court upon the second ground, viz. that the plaintiff had no legal capacity to sue, in that the complaint did not show that the appellant had complied with the laws of the state requiring foreign corporations to file certain papers with the secretary of state, as provided for in sections 1524-1531 of the General Statutes.

It is conceded that appellant has not complied with the laws of this state requiring foreign corporations to file copies of their charters, etc., but appellant contends that respondent cannot question its right to sue in our courts on contracts made with it in its corporate name, after having received the benefit of such contracts. It is a general proposition sustained by the weight of authority, that, where a statute imposes a penalty for failure to comply with statutory requirements, the penalty so provided is exclusive of any other; at least, no other penalty will be implied. See Mor. Priv. Corp. § 665, and cases cited. Our statute does not provide that the contracts made by foreign corporations which do not comply with the provisions of the statute shall be void, but fixes a special penalty for such a violation; and in the absence of a special declaration that such contracts shall be void, especially where a penalty is attached for the violation, the party contracting with such corporation will be estopped from pleading the want of compliance with the statute by the foreign corporation. This rule was announced by this court, after a pretty thorough investigation of the subject, in Foundry Co. v. Augustine, 5 Wash. 67, 31 P. 327; and, as we are...