Kent & Stanley Co. v. Tuttle
| Citation | 50 P. 559,20 Mont. 203 |
| Parties | KENT & STANLEY CO. v. TUTTLE et al. |
| Decision Date | 18 October 1897 |
| Court | Montana Supreme Court |
Appeal from district court, Silver Bow county; William O. Speer Judge.
Action by the Kent & Stanley Company, a corporation, against H. S Tuttle and others, which was dismissed by plaintiff, before judgment, as to defendant J. H. Leyson. From a judgment for defendants, plaintiff appeals. Affirmed.
Plaintiff sued to recover $158.02, alleged to be due by the defendants trustees of the Tuttle-Dugan Jewelry Company, of Butte, Mont Plaintiff alleged that at the time mentioned in the complaint it was and is a corporation existing under the laws of the state of Rhode Island, and that the Tuttle-Dugan Jewelry Company was a corporation organized under the laws of Montana, and that the defendants, at all times mentioned therein, were trustees and officers of said Tuttle-Dugan Jewelry Company; that on or about the 7th day of March, 1894 the said Tuttle-Dugan Jewelry Company became indebted to plaintiff upon an open account for certain goods, wares, and merchandise of the value of $158.20, and that the said company wholly failed and refused to comply with section 460 of the fifth division of the Compiled Statutes of Montana, by filing the annual statement thereby directed, signed by its president and a majority of its trustees, and verified by the oath of its president, and asking judgment against the defendants, and each of them, for the sum of $158.02. Defendant H. S. Tuttle filed his answer, in which he denied that J. H. Leyson was, or ever had been, a trustee or officer of the Tuttle-Dugan Jewelry Company, and alleged: First. That plaintiff is a foreign corporation, organized and existing under and by virtue of the laws of the state of Rhode Island, and at and prior to the date of the sale and delivery of the goods, wares, and merchandise by plaintiff to the Tuttle-Dugan Jewelry Company, as set forth in plaintiff's complaint, the plaintiff had attempted and commenced and begun to do and was doing the business of selling and delivering goods, wares, and merchandise, to wit, jewelry, chains, hat pins, bracelets, and other merchandise in the state of Montana, and to the merchants and citizens in the county of Silver Bow, and elsewhere in the state of Montana. Second. That plaintiff wholly failed to file, and has never filed, in the office of the secretary of state, or in the office of the county recorder of the county of Silver Bow, or in any other county of the state of Montana wherein plaintiff intended to carry on business, a duly-authenticated or any copy of its charter or certificate of incorporation or statement, verified by the oath of its president and secretary, or a majority of its board of directors, showing the name of such corporation, with location of its principal office or place of business without this state, or the location of its place of business or principal office in this state, or the amount of its capital stock, or the amount thereof actually paid in money, or the amount thereof paid in any other way than in that way, or the amount of its assets, or of what such assets consist, or the actual cash value thereof, or the liabilities of such corporation, or, if its indebtedness is secured, how secured, or upon what property, as required by the laws of Montana. Third. That "plaintiff wholly failed to file and has never filed in the office of the secretary of state of the state of Montana any certificate under the head of its president or seal of said company, or otherwise or at all, designating an agent, a citizen of Montana, upon whom service of summons and other process may be made; or stating the principal place of business of such corporation in this state." Fourth. That by reason of such failure on the part of plaintiff all its acts, contracts, and the sale contract and acts set forth in the complaint were and are void and invalid as to plaintiff, and this court has no power...
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