Harris v. Columbia Water & Light Co.

• Decision Date: 21 December 1901
• Citation: 67 S.W. 811
• Parties: HARRIS et al. v. COLUMBIA WATER & LIGHT CO.<SMALL><SUP>1</SUP></SMALL>
• Court: Tennessee Supreme Court

67 S.W. 811

HARRIS et al. v. COLUMBIA WATER & LIGHT CO.¹

Supreme Court of Tennessee.

December 21, 1901.

Error to circuit court, Maury county; Sam Holding, Judge.

Action for breach of contract by Harris & Cole Bros. against the Columbia Water & Light Company. From a judgment dismissing the action, plaintiffs bring error. Affirmed.

Figures & Padgett, for plaintiffs in error. T. M. Steger and W. S. Fleming, for defendant in error.

BEARD, J.

The plaintiffs in error are partners located and doing business in Columbia, in this state, in the firm name of Harris & Cole Bros. The firm consists of two individuals and a corporation, to wit, Cole Bros., created by the laws of the state of Iowa, whose charter has not been registered in this state as required by chapter 31 of the Acts of 1877 and chapter 122 of the Acts of 1891. The contract for the alleged breach of which this action at law is brought was made by this firm in this state with the defendant in error, a corporation with its situs in Columbia, and it was to be performed in this state. The only question presented in the record is, in view of these acts, as heretofore construed and enforced, can the present suit be maintained? The acts in question have been the subject of frequent examination and application by this court, and it may be taken as the settled rule that where a foreign corporation comes into this state, and establishes itself, carrying on business in disregard of the provisions of these acts, its contracts made in such business will not be enforced. Many cases will be found in our Reports directly or by necessary implication announcing this rule.

In the light of these holdings it will be conceded that if the corporation of Cole Bros. was alone interested in this contract, and was in its own name seeking to recover for its violation, it would be repelled. Is it in better condition by reason of being associated with others in a partnership, and in bringing this suit in the names of the members of its firm? At common law a partnership or firm is not regarded as a legal entity, and for this reason the rule may be stated as general, and, in the absence of statutory provisions, as universal, that all actions brought by partners, involving partnership claims, must be brought by the persons who compose that partnership. To this proposition it is scarcely necessary to cite authority, but, if such was required, a full collection of supporting cases will be found in footnote 3 on page 839 of volume 15 of the Encyclopædia of Pleading and Practice. So it is apparent that in the face of this rule neither one of the members, nor any member less than all, could maintain the present suit; and it would seem to follow that where all are required to be parties plaintiff, and one was disqualified by a statutory inhibition, all must be repelled. If this was not so, a foreign corporation unwilling to comply with the reasonable provisions of ...