Hogan v. City of St. Louis

• Decision Date: 20 June 1903
• Citation: 176 Mo. 149,75 S.W. 604
• Parties: HOGAN v. CITY OF ST. LOUIS et al.
• Court: Missouri Supreme Court

75 S.W. 604

176 Mo. 149

HOGAN v. CITY OF ST. LOUIS et al.

Supreme Court of Missouri, Division No. 1.

June 20, 1903.

FOREIGN CORPORATIONS—TRANSACTING BUSINESS IN STATE—MAKING OF CONTRACTS.

1. Rev. St. 1899, §§ 1024, 1025, declare that a foreign corporation shall not transact business within the state until it establishes a public office therein where books are kept and process may be served, and until it pays its quasi incorporation tax and takes out a license. Held, that the mere entering into a contract with a city for street lighting by a foreign corporation before it had complied with such statutory requirements did not constitute transacting business within the state, so as to render such contract invalid.

Appeal from St. Louis Circuit Court; D. D. Fisher, Judge.

Suit by John B. Hogan against the city of St. Louis and others. From a decree in favor of defendants, plaintiff appeals. Affirmed.

Grover & Grover, for appellant. Chas. W. Bates and Wm. F. Woerner, for respondents.

VALLIANT, J.

Plaintiff, as a resident taxpayer of defendant city, brings this suit in equity to enjoin the city, its officers, and their codefendant, the Kern Incandescent Gaslight Company (hereinafter called the Kern Company), from carrying out what the petition calls a pretended contract alleged to have been made by the city with the Kern Company for lighting the streets. According to the petition, on January 11, 1900, the board of public improvements, acting under authority of City Ordinance 19,892, approved December 7, 1899, advertised for bids for a contract to light a large part of the city. In answer to the advertisement, the Kern Company submitted a bid, which was accepted by the board, whereupon a contract was entered into between the city and the Kern Company whereby the latter became obligated, for a certain consideration, to furnish the light specified; and, to secure the faithful performance of its contract, the Kern Company, as the contract required, executed its bond, with security, payable to the city, in the penalty of $200,000. The contract and bond are exhibited with the petition, the details of which it is unnecessary to set out in this statement. The petition alleges that the Kern Company is a corporation organized under the laws of New Jersey, with a nominal capital stock of $12,000,000, whereof, however, only $1,000 had been subscribed, and $500 paid; that at the time this pretended contract was entered into, and this bond given to secure its faithful performance, this foreign corporation had not complied with the statute requirements of this state prerequisite to its admission into the state with authority to do business here (that is, had not complied with the requirements of sections 1025, 1026, 1315-1318, Rev. St. 1899), but that, after the contract and bond had been executed, the corporation, preparatory to entering upon its performance, did file its statement, and receive from the secretary of state a license, as required by section 1025. For its failure to comply with the terms of the statute before executing the contract, the plaintiff, in his petition, draws the conclusion that the alleged contract and bond are void, and upon that ground he seeks to have their performance or enforcement enjoined. The petition is quite lengthy, but the force of it is contained in what is above stated. The city and the board of public improvements filed a demurrer, as did also the Kern Company. The grounds of the demurrers were that the plaintiff had not legal capacity to maintain the suit, and that the petition did not state facts sufficient to constitute a cause of action. The demurrers were sustained, and, plaintiff declining to plead further, final judgment for defendants was entered, whereupon plaintiff brings the cause here for review.

Section 1024, Rev. St. 1899, declares: "Every corporation for pecuniary profit formed in any other state, territory or county, before it shall be authorized or permitted to transact business in this state, or to continue business therein if already established, shall have and maintain a public office or place in this state for the transaction of its business where legal service may be obtained upon it, and where proper books shall be kept to enable such corporation to comply with the constitutional and statutory provisions governing such corporation," etc. Section 1025 requires every such corporation to file in the office of the Secretary...