Knapp, Burrell & Co. v. Strand

• Decision Date: 12 August 1892
• Citation: 30 P. 1063,4 Wash. 686
• Court: Washington Supreme Court
• Parties: KNAPP, BURRELL & CO. v. STRAND.

30 P. 1063

4 Wash. 686

KNAPP, BURRELL & CO. v. STRAND.

Supreme Court of Washington

August 12, 1892

Appeal from superior court, Whatcom county; JOHN R. WINN, Judge.

Action by Knapp, Burrell & Co. against H. B. Strand on promissory notes. There was a judgment for plaintiff, and defendant appeals. Affirmed.

Fairchild & Rawson, for appellant.

Harris, Black & Leaming, for respondent.

STILES J.

This was an action commenced by the respondent to recover upon three promissory notes alleged to have been executed and delivered to it by the appellant. The complaint alleged that at all the times therein named the plaintiff was a corporation duly organized and existing under the laws of Oregon, and authorized to transact business in the state of Washington. The answer denied this allegation for want of knowledge or information, and in a separate paragraph specifically denied the filing of a copy of the plaintiff's articles of incorporation, or of an appointment of an agent, with the secretary of state or the auditor of any county. At the trial, the respondent, having over objection, introduced a copy of articles of incorporation, and of the appointment of an agent, certified by the secretary of state, rested that part of its case. The only point made on this appeal is against the sufficiency of the documents to prove the corporate existence of the respondent, and its authority to transact business here. This question arises upon a motion made by appellant for a nonsuit. Formerly, when the organization of corporations was dependent upon special legislation, and when the corporations of one state were allowed to do business in another by courtesy, and not under positive statutory authority, there was some strictness in proving their corporate capacity. Under the condition of things then prevailing, the primary thing was proof of the foreign law under which the corporation was claimed to have an existence and then followed the successive steps to show the actual organization. But under the more modern system, as adopted in this state, which is a common one at this time, while the proof of corporate existence and the right to transact business is required, if denied, the method of making prima facie proof is materially changed. Gen. St. § 1499, provides that a copy of any certificate of incorporation of a domestic corporation, certified by the secretary of state, (or county auditor,) shall be received in the courts as prima facie evidence of the facts therein stated; that is, generally, of the "formation of a company." Section 1498. Section 1524 puts foreign corporations upon precisely the same footing as domestic...