Gould Land and Cattle Company v. The Rocky Mountain Bell Telephone Company
| Decision Date | 29 May 1909 |
| Parties | GOULD LAND AND CATTLE COMPANY v. THE ROCKY MOUNTAIN BELL TELEPHONE COMPANY |
| Court | Wyoming Supreme Court |
ERROR to the District Court, Carbon County; HON. DAVID H. CRAIG Judge.
The Gould Land and Cattle Company, a corporation organized and existing under and by virtue of the laws of the State of Nebraska, and engaged in business in this State, brought an action against the Rocky Mountain Bell Telephone Company upon a contract for damages for the breach thereof, alleging a failure on the part of the defendant company to correctly transmit a message over its telephone line within this State. As a defense it was alleged that the plaintiff corporation had failed to comply with the provision of the Constitution forbidding the transaction of business in this State by a foreign corporation until it shall have accepted the Constitution of the State, and filed such acceptance in accordance with the laws thereof, and had failed to file a copy of its articles and the laws under which it was incorporated, as required by law. A demurrer to such defense was overruled, and the plaintiff declining to plead further and electing to stand upon its demurrer, judgment was rendered for the defendant. Thereupon the plaintiff prosecuted error. The other material facts are stated in the opinion.
Affirmed.
N. R Greenfield, for plaintiff in error.
Where a statute not only prohibits foreign corporations from doing business in the state without first complying with certain conditions, but also declares that contracts made without such compliance shall be void, the courts will not regard a contract so made as valid or enforce the same. Likewise where a statute in addition to prescribing such conditions and restrictions provides that all business by such corporation before complying with the statutory provisions shall be unlawful it is generally held that contracts made in advance of a compliance with the statutory provisions will not be enforced, but as to this proposition the decisions are not uniform. It is held by other courts that where a specific penalty for a violation of the statute is prescribed, that penalty is exclusive, and that contracts made without compliance may be enforced. Again, it is held that where the statute merely prohibits such corporations from doing business in the state until a compliance with conditions imposed by the statute, without prescribing a penalty, or without declaring transactions in violation of the statute void or unlawful such contracts or transactions in violation of the statute are not void, but the only effect is to render the corporation subject to proceedings by the state to oust it from doing business. In the cases holding to the last mentioned doctrine there would seem to have been under consideration statutes very similar to those in this state. As our statute expressly provides that the Attorney General under the direction of the Secretary of State, shall enforce the provisions of the law, we fail to see where the individual has a right to complain until the state has acted.
The rule is generally recognized that a corporation having its domicile in one state may as a matter of comity and common law do business in other states, and that a foreign corporation is entitled to the constitutional right of equal protection of the laws. The statute here involved being in derogation of the common law and penal in character must be strictly construed.
We submit that the legislature has neither by express terms nor by plain implication attempted to destroy or abridge the right to contract. There is no provision which even suggests that it was intended to deprive foreign corporations of their right or capacity to contract in this state, or to sue in the courts for the enforcement of their contracts. The making of a contract involves power and capacity, --suing thereon, a right. Whether the plaintiff had the power and capacity to contract depends upon its charter, or the law under which its was created, and that question is not involved in this case. Whether it has a right to enforce its contracts, or recover damages for their non-performance in the courts of this state, depends upon the language and meaning of our statute, which is entirely silent upon the subject. The statute is directed against the corporation and not against the business in which it may be engaged. It imposes upon the corporation certain duties, while recognizing its right to do business in the state. The penalties imposed are not for doing business, but for failure to file articles of incorporation. The legislature must be understood to mean what it has plainly expressed, and this excludes construction. (Suth. Stat. Const., 337.) There is a marked distinction between a law, the object of which is to restrict and regulate a certain line of business, which without such restriction and regulation might prove harmful to society, and a law that is directed against and operates upon individuals only, regardless of the business in which they may be engaged. In the first instance, the statute is directed against the business, and in such cases a contract made in violation of the statute cannot be enforced, but where the statute is directed against the party acting and not against the business, contracts otherwise legal made without observing the regulation of the statute are valid and may be enforced unless the statute expressly declares them to be void. (Mill Co. v. Bartlett, 3 N.D. 138; Booth v. Weigland, (Utah) 83 P. 734; Panghorn v. Westlake, 36 Iowa 546; Bowditch v. Ins. Co. 141 Mass. 292; Mandelbaum v. Gregovich, 17 Nev. 87; Lester v. Bank, 33 Md. 555; Pratt v. Short, 79 N.Y. 437; Neimeyer v. Wright, 75 Va. 239; Harris v. Runnels, 12 How. 79; Bank v. Mathews, 98 U.S. 621; Fritts v. Palmer, 132 U.S. 282; O'Hare v. Bank, 77 Pa. 96; Speer v. Commissioners, 88 F. 749.) There is no claim that the business of the plaintiff was or is detrimental to the public interests or that it requires to be placed under restrictions or police regulations. The primary purpose of the statute was to subject foreign corporations doing business in this state to the jurisdiction of our courts, and to a publicity of their powers and the purpose of their creation, and it was not intended to permit parties to avoid their contracts and thus perpetrate an injustice or fraud. The true and only remedy, therefore, is a direct proceeding by the State which alone has a right to complain. .
The constitutional provision is not self-executing, and can aid but little toward a conclusion in the case.
C. W. Burdick, for defendant in error. (McMicken & Blydenburgh of counsel.)
The question in the case at bar is one of local statutory construction. The statutes provide for the doing of two things by foreign corporations desiring to transact business in this state, and absolutely prohibit the transaction of such business unless the corporation complies with the prescribed procedure. The first step to be taken is provided by Section 5 of Article 10 of the constitution, and the second step to be taken is provided by Section 3265, Revised Statutes, 1899. The sections of the statutes to be considered (Secs. 3058, 3265) belong to well-recognized classes, viz the first, such as contain prohibitory words but no specified penalty or declaration of invalidity. Section 3058 belongs to that class. The second, such as imposes specific penalties upon a corporation or its officers, its agents and stockholders. Section 3265 is similar to that class though not identical, for in this statute the penalty is imposed for not only failure to file certain instruments but for such failure accompanied by attempt to do business. In respect to what constitutes failure our statute is more comprehensive than the statutes of other states. Counsel for plaintiff in error appears to have overlooked Section 3058, which was passed at the first session of the state legislature, and which provides fully for carrying into effect the constitutional provision with reference to the acceptance of the constitution of the state by foreign corporations. Both the language of the constitution and the section of the statute aforesaid is mandatory. It is demanded that foreign corporations accept every clause of the constitution with its restrictions and declarations, concerning the powers, rights,...
To continue reading
Request your trial
-
Wyoming Construction and Development Co. v. Buffalo Lumber Co.
...Frazier, 20 Pa. Supr. Ct. 394, 398; West v. Grosvenor, 102 A.D. 266.) The rule does not apply to interstate business. (Gould L. & C. Co. v. Teleg. Co., 17 Wyo. 507, 520; Lehigh Cement Co. v. McLean, 245 Ill. 326, 330, N.E. 248; International Text Book Co. v. Pigg, 217 U.S. 91; 54 L.Ed. 678.......
-
State ex rel. Eaton v. Hirst, 2047
...the parties, the work was terminated, and the foreign corporation sued for an asserted balance due. The same defense was raised as in the Gould case. It was held good and a judgment for defendant was affirmed. These cases do not aid in solving the problem we now have. The payment of taxes o......
-
Creamery Package Mfg. Co. v. Cheyenne Ice Cream Co.
...Rocky Mountain Bell Tel. Co., 17 Wyo. 507, 101 P. 939, and Interstate Construction Co. v. Lakeview Canal Co., 31 Wyo. 191, 224 P. 850. In the Gould case a foreign corporation, not domesticated in state, and engaged in carrying on within the state a general ranch business, including selling,......
-
Powers v. State
...provisions. State ex rel. Vidal v. Lamoureux, 3 Wyo. 731, 30 P. 243, 244-245 (1892); Gould Land & Cattle Co. v. Rocky Mt. Bell Tel. Co., 17 Wyo. 507, 101 P. 939, 940 (1909); Hjorth Royalty Co. v. Trustees of University of Wyoming, 30 Wyo. 309, 222 P. 9 (1924); Worthington v. State, 598 P.2d......