Isaac Allen v. Alleghany Company

• Decision Date: 20 February 1905
• Docket Number: No. 119,119
• Parties: ISAAC N. E. ALLEN et al., Plffs. in Err. , v. ALLEGHANY COMPANY
• Court: U.S. Supreme Court

196 U.S. 458

25 S.Ct. 311

49 L.Ed. 551

ISAAC N. E. ALLEN et al., Plffs. in Err.,

v ALLEGHANY COMPANY.

No. 119.

Argued January 11, 1905.

Decided February 20, 1905.

This was a suit begun in the supreme court of New Jersey by the Alleghany Company, to recover the amount due upon a promissory note dated at New York, July 16, 1900, given by the plaintiffs in error, under the firm name of I. N. E. Allen & Co., for $1,989.54, upon which payments amounting to $1,000 were indorsed. The declaration was upon the common counts, but annexed was a copy of the note, with a notice that the action was brought to recover the amount due thereon. The defendants pleaded four several pleas:

1. General issue.

2. That the note was executed and delivered in the state of New York to the plaintiff company, a business corporation created under the laws of North Carolina. That when said note was executed and delivered it was provided by the statute of the state of New York that—— 'No foreign corporation . . . shall do business in this state without having first procured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation to be carried on in this state is such as may be lawfully carried on by a corporation incorporated under the laws of this state. . . . No foreign stock corporation doing business in this state shall maintain any action in this state, upon any contract made by it in this state, unless, prior to the making of such contract, it shall have procured such certificate.'

The plea further averred that at the time of the making of the note the plaintiff was a business stock corporation, foreign to the state of New York, and had not theretofore procured from the secretary of state a certificate that it had complied with all the requirements of the law to authorize it to do business within the state, and that the business of said plaintiff was such as might be lawfully carried on by a corporation incorporated under the laws of said state for such or similar business, according to the form of the statute of New York in such case made and provided.

3. The third plea sets out that the note was made and executed in the state of Pennsylvania to the plaintiff company, a foreign corporation created under the laws of North Carolina.

That when said note was executed and delivered it was provided by the state of Pennsylvania that——

'1. No foreign corporation shall do any business in this commonwealth until said corporation shall have established an office or offices and appointed an agent or agents for the transaction of its business therein. 2. It shall not be lawful for any such corporation to do any business in this commonwealth until it shall have filed in the office of the secretary of the commonwealth a statement, under the seal of said corporation, and signed by the president or secretary thereof, showing the title and object of said corporation, the location of its office or offices, and the name or names of its attorney agent, or agents therein, and the certificate of the secretary of the commonwealth, under the seal of the commonwealth, of the filing of such statement, shall be preserved for public inspection by each of said agents in each and every of said offices. 3. Any person or persons, agents, officers, or employees of any such foreign corporation, who shall transact any business within this commonwealth for any such foreign corporation, without the provisions of this act being complied with, shall be guilty of a misdemeanor, and upon conviction thereof shall be punished by imprisonment, not exceeding thirty days, and by a fine not exceeding one thousand dollars, or either, at the discretion of the court trying the same.'

The plea further averred that, at the making of the note, the plaintiff was a corporation foreign to the said commonwealth, and had not theretofore filed in the office of the secretary a statement showing the title and object of said plaintiff, the location of its office, and the name of its authorized agent therein, according to the form of said statute; yet, notwithstanding the premises, the plaintiff, at the time of the making of the said note, did business in the said commonwealth of Pennsylvania, contrary to the form of the said statute.

The plaintiff demurred to the second and third pleas, and, the demurrer being overruled, the cause was sent down to the Circuit Court of Hudson county for trial on an issue of fact raised by the fourth plea, which is not material here.

The trial judge there directed a verdict for the plaintiff, and upon appeal to the court of errors and appeals of New Jersey the judgment of the lower court was affirmed. 69 N. J. L. 270, 55 Atl. 724.

Mr. Alexander S. Bacon for plaintiffs in error.

[Argument of Counsel from pages 460-461 intentionally omitted] Mr. James A. Gordon for defendant in error.

[Argument of Counsel from pages 461-462 intentionally omitted] Mr. Justice Brown delivered the opinion of the court:

The defendants, plaintiffs in error here, pleaded that the note upon which suit was brought was executed in the state of New York, and that, under laws of that state, no foreign corporation could do business there without a certificate of the secretary of state that it had complied with all the requirements of law to authorize it to do business there; and that no such corporation could maintain any action in that state unless, prior to the making of such contract, it had procured such certificate; that plaintiff was a foreign corporation within the meaning of the law, and had not procured a certificate.

The third plea was similar in terms, averring the note to have been made in Pennsylvania, whose statutes provided that foreign corporations should do no business in the state without filing a certain statement in the secretary's office and procuring the certificate of the secretary of the commonwealth, and further providing that the agent of any foreign corporation transacting business within the state, without complying with the provisions of the law should be deemed guilty of a misdemeanor. The plea also averred noncompliance with those provisions.

Both the supreme court and the court of errors and appeals held that a contract made in...