Gen. Motors Acceptance Corp. v. Shadyside Coal Co

• Decision Date: 19 October 1926
• Docket Number: (No. 5699.)
• Citation: 135 S.E. 272
• Parties: GENERAL MOTORS ACCEPTANCE CORPORATION v. SHADYSIDE COAL CO.
• Court: West Virginia Supreme Court

135 S.E. 272

GENERAL MOTORS ACCEPTANCE CORPORATION

v.SHADYSIDE COAL CO.

(No. 5699.)

Supreme Court of Appeals of West Virginia.

Oct. 19, 1926.

(Syllabus by the Court.)

[Ed. Note.—For other definitions, see Words and Phrases, First and Second Series, Doing Business.]

Error to Circuit Court, Ohio County.

Interpleader by the General Motors Acceptance Corporation against the Shadyside Coal Company, instituted before a justice of the peace under Code, c. 50, § 151. Judgment of the circuit court dismissing the action, and plaintiff brings error. Reversed, and judgment entered for plaintiff.

W. F. Keefer, of Wheeling, for plaintiff in error.

George A. Blackford, of Wheeling, for defendant in error.

LITZ, P. Upon application of the plaintiff in an action of interpleader instituted before a justice of the peace under section 151, chapter 50, Code, this writ of error was awarded to the judgment of the circuit court, entered upon its finding in lieu of a jury, dismissing the action.

June 19, 1924, J. M. Hannon purchased a Chevrolet automobile from the Starcher Chevrolet Company, of Grafton, under written contract retaining title in the vendor to secure the payment of deferred purchase-money notes. In an action instituted December 15, 1924, before a justice of the peace of Ohio county, the Shadyside Coal Company attached the machine as the property of Han non. The General Motors Acceptance Corporation filed a petition in the proceeding, asserting claim to the automobile as owner of the deferred purchase-money notes, secured as aforesaid, theretofore assigned to it by the Starcher Company. The coal company answered the petition by denying the right of the plaintiff to maintain the action, on the ground that it was a foreign corporation doing business in the state of West Virginia without having complied with section 30, chapter 54, Code, requiring a foreign corporation doing business in the state to file for record in a county in which it does business a copy of its charter and certificate from the auditor, showing that it has filed with him a copy of its articles of association, as prerequisite to the right of instituting or maintaining any action, suit or proceeding in this state. The dismissal of the action of interpleader by the circuit court resulted from its finding that the plaintiff was doing business in the state, within the meaning of section 30, chapter 54, Code, it being admitted that the plaintiff is a foreign corporation and has not complied with the requirements of the statute.

Plaintiff is a New York corporation having its principal place of business in the city of New York. It maintains branch offices at Pittsburgh, Pa., Cleveland, Cincinnati, and Dayton, Ohio, and Washington, D. C, and other places outside West Virginia, furnishing financial assistance to approved distributors and dealers in West Virginia and other states, who purchase motor vehicles manufactured by the General Motors Corporation, under three general plans following: One, known as the "warehouse plan, " contemplates the storage of motor vehicles in public licensed warehouses selected by the purchasers and approved by plaintiff, until the money advanced by the plaintiff has been fully repaid. The loan is evidenced by the note of the purchaser secured by separate warehouse receipts for each vehicle stored. Upon payment of a sufficient amount to redeem one vehicle, the warehouse receipt therefor is delivered to the purchaser by the local bank designated by the purchaser. The second, known as the "floor plan, " contemplates delivery of the vehicles to the purchaser upon his executing a note, or accepting trade acceptances, for the money advanced by the plaintiff, and signing a trust receipt retaining title as security for the payment of the promissory note or trade acceptances, and providing that the purchaser shall not use the vehicles, except for the purpose of display in his show room. The purchaser obtains release of title upon payment to the local bank of the note or trade acceptances. The third involves the usual conditional sale of motor vehicles by a dealer, and assignment by the vendor of the contract and purchase-money notes to the plaintiff at one of its established offices, as in this case.

The details of operation under the warehouse and floor plans follow:

(1) Bill of lading shipments under warehouse plan from manufacturer to distributor: The manufacturer, holding the application of the distributor for wholesale credit, previously approved by the plaintiff, being instructed by the distributor to ship under said application for credit, ships the motor vehicles to the distributor on order bill of lading, sending to the distributor's local bank bill of lading, promissory note for 90 per cent. of the invoice price, trust receipt and sight draft for 10 per cent. of the invoice price, plus plaintiff's charge. On arrival of the motor vehicles, the dealer pays the sight draft, signs the note, and the bank delivers the bill of lading to the warehouseman, and receives a separate negotiable warehouse receipt for each car. The bank returns the warehouse receipts, promissory notes, and proceeds of the sight draft to the manufacturer, who forwards to the plaintiff the note, warehouse receipts, and copy of invoice. After approving them, the plaintiff retains the documents and mails check for the amount of the note, less charges, to the manufacturer.

(2) Bill of lading shipments under floor plan from manufacturer to distributor: The manufacturer, holding the application of the distributor for wholesale credit,...