Kelley v. Rice-Blake Lumber Co.

• Decision Date: 22 October 1896
• Parties: KELLEY et al. v. RICE-BLAKE LUMBER CO. et al.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

167 Mass. 28

44 N.E. 1090

KELLEY et al.

v.RICE-BLAKE LUMBER CO. et al.

Supreme Judicial Court of Massachusetts, Worcester.

Oct. 22, 1896.

Appeal from supreme judicial court, Worcester county.

Trustee process by William E. Kelley and others against the Rice-Blake Lumber Company and its assignee in insolvency. Judgment discharging trustee affirmed.

W.S.B. Hopkins and Frank B. Smith, for plaintiff.

Edgar R. Champlin, for defendants.

BARKER, J.

We are of opinion that when the attachment was made, as well as when the insolvency proceedings were begun, the defendant corporation was so “subject to the provisions of chapter three hundred and thirty of the Acts of the year one thousand eight hundred and eighty-four,” within the meaning of St.1890, c. 321, § 1,¹ that it could take the benefit of our insolvency laws. If the legislature had intended to provide that only such foreign corporations as had complied with the statute of 1884 could make a petition in our insolvency courts, it would have said so. The statute of 1884 applies in terms to every foreign corporation“having a usual place of business in this commonwealth,” except foreign insurance companies. St.1884, c. 330, §§ 1, 4. It directs all such corporations, before doing business here, to do certain acts, and failure of the corporation to comply subjects every officer and agent who transacts business here as such to a heavy penalty, with the proviso that such failure “shall not affect the validity of any contract by or with such corporation.” St.1884, c. 330, § 3. See Rogers v. Simmons, 155 Mass. 259, 29 N.E. 580. The directions are addressed to the corporation, and not to its officers or agents; and the fact that the corporation's failure to comply subjects officers and agents to a penalty shows clearly enough that the corporation is subject to the provisions of the statute. The mischief at which St.1890, c. 321, was aimed was the want of power to deal in insolvency with property situated here belonging to foreign corporations doing business here. There is no reason why such a corporation which has not appointed an attorney here, nor filed the required copies and statements, should not be allowed to proceed in insolvency, equally with foreign corporations who have complied with the statute. The purpose is not to favor foreign corporations, but to benefit our own citizens. Both this purpose and the language of St.1890, c. 321, require the construction which we give. In the present...