Kraft v. Hoppe
| Decision Date | 12 May 1922 |
| Docket Number | 22,680 |
| Parties | WILLIAM F. KRAFT v. EMIL G. HOPPE AND OTHERS |
| Court | Minnesota Supreme Court |
Action in the district court for Watonwan county to foreclose a mortgage. The facts are fully stated in the opinion. The case was tried before Comstock, J., who made findings and dismissed the action. From the judgment entered pursuant to the order for judgment, plaintiff appealed. Reversed.
Mortgage made by unlicensed foreign corporation not void.
1. Section 6206, G.S. 1913, chapter 49, Laws of 1917, considered and held not to render a contract void which was made by a foreign corporation doing business in this state without complying with the provisions thereof.
Foreign corporation subject to Minnesota process -- purpose of section 6206.
2. The purpose of section 6206 as amended is to subject all foreign corporations doing business in this state to the process of the courts thereof, and if such corporations fail to comply therewith they shall not be permitted to resort thereto for relief and shall be subject to a penalty of $1,000 for each offense.
Only statutory penalties for violation are permitted.
3. By the passage of section 6206 the legal presumption is that the legislature specified all the penalties it intended to impose, and it is not the province of the court to inflict more by construction.
Enforcement of negotiable paper prohibited by statute.
4. A bona fide holder of negotiable paper executed as part of a transaction prohibited by statute, may enforce the same. To enable the maker to escape liability upon his note when held by a bona fide purchaser, the statute must expressly or by necessary implication declare the note to be void, as well as the contract which constitutes the consideration for it.
J. L Lobben and John C. Zehnder, for appellant.
Hoke Krause & Faegre, for respondent.
The German-American Land Company is a Wisconsin corporation engaged in the handling of real estate. In 1916 it became the owner by way of barter of the real estate in controversy, which is located in Watonwan county, this state. In 1918 it sold and conveyed the same by warranty deed, subject to a mortgage thereon of $3,500, to the defendant Hoppe, and took back a mortgage for $2,191.01 as a part of the purchase price. In December, 1918, Hoppe sold and conveyed the premises to the defendant Hanson, subject to the two mortgages. In February, 1919, the last mentioned mortgage was assigned to the plaintiff, who seeks to enforce the same by foreclosure in this action. The defendant Hanson interposed the defense that the mortgage was void and unenforceable because the German-American Land Company was a foreign corporation and at the time of the execution of such mortgage had not complied with section 6206, G.S. 1913, with reference to foreign corporations doing business in this state. The trial court made findings to the effect that said land company, at the time of the execution of said mortgage, was doing business in this state, that it had not complied with the statute, and that the execution and transfer of such mortgage were unlawful, unauthorized and void, and for a dismissal of the action. From a judgment entered upon such findings plaintiff appeals.
This action was commenced in June, 1919. On August 21, 1919, the German-American Land Company complied with all the provisions of section 6206 of the statute. Other than this it never complied with the provisions of the law nor made any attempt to do so. The question arises whether the plaintiff as assignee of the mortgage may maintain this action, the mortgagee therein named having failed to comply with the statutes of this state until after noncompliance therewith had been pleaded as a defense in this action.
This statute has been under consideration by this court a number of times. G. Heileman Brewing Co. v. Peimeisl, 85 Minn. 121 88 N.W. 441; Sherman Nursery Co. v. Aughenbaugh, 93 Minn. 201, 100 N.W. 1101; Palm Vacuum Cleaner Co. v. Bjornstad, 136 Minn. 38, 161 N.W. 215, L.R.A. 1917C, 1012; Finseth v. Scherer, 138 Minn. 355, 165 N.W. 124. Its purpose is to subject all foreign corporations doing business in this state to the process of the courts thereof. If such corporations fail to comply therewith they shall not be permitted to resort to such courts for relief, and shall also be subject to a penalty of $1,000 for each offense. There is no provision in the statute that contracts of unqualified corporations doing...
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