Johnson v. New York Breweries Co.
| Decision Date | 11 April 1910 |
| Docket Number | 253. |
| Citation | 178 F. 513 |
| Parties | JOHNSON v. NEW YORK BREWERIES CO., Limited. |
| Court | U.S. Court of Appeals — Second Circuit |
Appell & Taylor (George H. Taylor, Jr., of counsel), for sel), for plaintiff in error.
Abraham Benedict, for defendant in error.
Before LACOMBE, COXE, and WARD, Circuit Judges.
The action is brought to recover damages for breach of contract. The plaintiff is a foreign corporation doing business in the state of New York. The state law provides that no such corporation 'shall do business in the 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. ' The statute further provides that:
'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 making of such contract it shall have procured such certificate.' The plaintiff has not procured such a certificate. The question then is-- Can the plaintiff, without such certificate, maintain this action in the federal courts which, otherwise, would have jurisdiction? In construing a state statute resort must first be had to the courts of the state enacting it. Unless the statute contravenes a law of the United States, organic or statutory, the construction placed upon it by the state tribunals should be followed by the federal courts.
The precise question here presented has not been decided by the Court of Appeals of this state, but in 1898 the court construed the act of 1892, in the case of Neuchatel Asphalte Co. v. Mayor, 155 N.Y. 373, 49 N.E. 1043. The provision of the law requiring a foreign corporation to procure a certificate was similar to that of the present act but the prohibition against bringing an action was that:
'No foreign stock corporation doing business in the state without such certificate shall maintain any action in this state upon any contract made by it in this state until it shall have procured such certificate.'
The court held that the act did not deny relief but simply suspended it until the certificate should be secured and that the purpose of the law was not to avoid contracts, but to provide an effective control of the business carried on by foreign corporations. The law provided no penalty other than a suspension of civil remedies.
In the case of Wood & Selick v. Ball, 190 N.Y. 217, 83 N.E 21, the Court of Appeals construed the language of the statute now under consideration and held that the procuring of the certificate is a condition precedent to the right of a foreign corporation to do business in the state and that, in an action brought by it to recover for goods sold and delivered, an allegation in the complaint that the certificate has been procured is essential, in order to set forth a good cause of action. There are expressions in this opinion which seem to indicate that should the direct question come before the court, its decision may be that the act makes void contracts entered into by foreign corporations doing business in this state without a certificate. For instance, the court says, at page 224...
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