Line v. Lake Superior Lumber & Box Co.

• Decision Date: 02 May 1911
• Citation: 131 N.W. 408,146 Wis. 121
• Court: Wisconsin Supreme Court
• Parties: INDEPENDENT TUG LINE v. LAKE SUPERIOR LUMBER & BOX CO.

146 Wis. 121

131 N.W. 408

INDEPENDENT TUG LINE

v.LAKE SUPERIOR LUMBER & BOX CO.

Supreme Court of Wisconsin.

May 2, 1911.

Appeal from Circuit Court, Bayfield County; J. K. Parish, Judge.

Action by the Independent Tug Line against the Lake Superior Lumber & Box Company. From a judgment for plaintiff, defendant appeals. Reversed and remanded, with directions.

On June 6, 1907, the plaintiff, a Minnesota corporation, and the defendant, entered into a written contract at Ashland, Wis., wherein it was agreed that the former should tow a certain quantity of saw logs belonging to the latter from the mouth of Bad river, Ashland county, Wis., to the Thompson mill at Washburn, Bayfield county, Wis., at the price of 30 cents per thousand feet, log measure. This action was brought to recover $1,800, the amount alleged by plaintiff to be due to it for such service. The defendant by answer alleged that plaintiff was a foreign corporation which had never complied with the provisions of section 1770b, Stats. 1898, that it had not fully performed its contract, and, by counterclaim, charged negligence, in that it permitted a quantity of logs to become lost. The jury by special verdict absolved the plaintiff from negligence, and assessed its damages in the sum of $1,500. From a judgment entered thereon, the defendant appealed.

Timlin, J., dissenting.Lamoreux, Shea & Cate and W. S. Cate, for appellant.

M. E. Dillon and Dillon & Risjord, for respondent.

VINJE, J. (after stating the facts as above).

The plaintiff corporation was organized under the laws of Minnesota, and has never complied with the provisions of section 1770b, Stats. 1898, by filing with the Secretary of State a duly authenticated copy of its articles of incorporation, and it is not claimed that it comes under the class of corporations excepted from the provisions thereof. In June, 1907, it entered into a contract with the defendant at Ashland, Wis., to tow a certain quantity of logs on Lake Superior from the mouth of the Bad river, Wis., to Washburn, Wis. It is admitted that the logs in question were cut from timber grown within this state, and that the services performed were contemplated to be, and were in fact, performed wholly within the state of Wisconsin. Section 1770b provides: “No corporation * * * incorporated otherwise than under the laws of this state * * * shall transact business, or acquire, hold or dispose of property in this state until such corporation shall have caused to be filed in the office of the Secretary of State a duly authenticated copy of its articles of incorporation.” And, further: “Every contract made by or on behalf of any such * * * corporation * * * affecting the personal liability thereof or relating to property within this state, before it shall have complied with the provisions of this section, shall be wholly void on its behalf and on behalf of its assigns, but shall be enforceable against it or them.”

[1] The provisions of this section have been held constitutional. Ashland L. Co. v. Detroit S. Co., 114 Wis. 79, 89 N. W. 904;Chicago Title & Trust Co. v. Bashford, 120 Wis. 281, 97 N. W. 940;Allen v. Milwaukee, 128 Wis. 678, 106 N. W. 1099, 5 L. R. A. (N. S.) 680, 116 Am. St. Rep. 54;Duluth Music Co. v. Clancy, 139 Wis. 189, 120 N. W. 854, 131 Am. St. Rep. 1051;Hanna v. Kelsey Realty Co., 148 Wis. ___, 129 N. W. 1080;Diamond Glue Co. v. United States Glue Co., 187 U. S. 611, 23 Sup. Ct. 206, 47 L. Ed. 328. The grounds upon which its validity is sustained are that a foreign corporation is not a citizen of any state or of the United States within the meaning of section 2, art. 4, or of section 1, Amend. 14, of the Constitution of the United States, and has no right to exercise its franchises in any state other than that of its creation except upon such terms and conditions as each state may see fit to impose. Ashland Lumber Co. v. Detroit Salt Co., 114 Wis. 66, 89 N. W. 904;Chicago Title & Trust Co. v. Bashford, 120 Wis. 281, 97 N. W. 940. The conditions of the section in question are imposed upon foreign corporations for the purpose of protecting our citizens in their dealings with them to the same extent that they are protected in their dealings with each other, namely, to have the right to sue them in the courts of this state in respect to any liability arising out of any business, contract, or transaction within the state--surely not an unreasonable condition. Nor is the burden of complying with the statute an onerous one.

[2] But it is contended by counsel for respondent that section 1770b does not apply in this case because the towing was done upon Lake Superior, which is a public international body of water, and any intercourse or commerce carried on upon said body of water is in no way subject to state regulations, and the case of Lord v. Goodall N. & P. Steamship Co., 102 U. S. 541, 26 L. Ed. 224, is cited to sustain such contention. In the first place, it may be well to ascertain whether or not Lake Superior is an “international” body of water in the same sense that the oceans of the world are. By our treaty with England the boundary between the states and the British possessions was fixed in the center of the Great Lakes. The lakes themselves are not, like the oceans, a common waterway subject to the maritime law of all commercial nations. But the United States and England each have jurisdiction up to the center line of their respective sides. Of course, the whole body of water of Lake Superior, or any of the Great Lakes, is open to the navigation of all vessels belonging to both nations, but that is an entirely different question from that of the determination of the international boundary. By section 1 of the enabling act, the boundary of Wisconsin, so far as here involved, was fixed as follows: “Thence down the main channel of the Montreal river to the middle of Lake Superior; thence through the center of Lake Superior to the mouth of the St. Louis river.” In other words, the boundary of the state extended to the international boundary. Now, the boundaries of nations bordering on oceans do not go to the center of such oceans. The three-mile limit from shore as fixed by international law is at best the extent of their individual national jurisdiction. Not so as to the Great Lakes. Our national jurisdiction extends to their center line. U. S. v. Peterson (D. C.) 64 Fed. 145;Illinois C. R. Co. v. Illinois, 146 U. S. 387, 13 Sup. Ct. 110, 36 L. Ed. 1018. It is therefore not correct to speak of Lake Superior as an international body of water. It does not lie between two nations. But its center is the boundary line between two nations. What lies south of the center is United States territory; what lies north thereof is British territory.

Bearing this distinction in mind, let us examine the case of Lord v. Goodall N. & P. Steamship Co., 102 U. S. 541, 26 L. Ed. 224, and see upon what grounds its decision is based. The ship Ventura was employed in navigation between San Francisco and San Diego, Cal., touching at intermediate points. She was lost at sea, and the question was whether the owner could avail himself of the provisions of section 4283, Rev. Stats. U. S. (page 2943, U. S. Comp. St. 1901), relieving him from liability for goods lost. The court said: “The contracts sued on in the present case were in effect to carry goods from San Francisco to San Diego by way of the Pacific Ocean. They could not be performed except by going not only out of California, but out of the United States as well. * * * The Pacific Ocean belongs to no one nation, but is the common property of all. When, therefore, the Ventura went out from San Francisco or San Diego on her several voyages, she entered on a navigation which was necessarily connected with other nations. While on the ocean her national character only was recognized, and she was subject to such laws as the commercial nations of the world had, by usage or otherwise, agreed on for the government of the vehicles of commerce occupying this common property of all mankind. She was navigating among the vessels of other nations and was treated by them as belonging to the country whose flag she carried. True, she was not trading with them, but she was navigating with them, and consequently with them was engaged in commerce. If in her navigation she inflicted a wrong on another country, the United States, and not the state of California, must answer for what was done. In every just sense, therefore, she was, while on the ocean, engaged in commerce with foreign nations, and as such she and the business in which she was engaged were subject to the regulating power of Congress.” It will be seen that the case was disposed of on the distinct ground that the vessel was not only outside the territory of California, but outside that of the United States itself and on the high seas when the loss occurred, and she was therefore subject to the regulations of Congress, and not to the laws of California. That the decision would have been otherwise had she remained within the territorial limits of the state is evident from this statement of the opinion: “Congress has power ‘To regulate commerce with foreign nations and among the several states, and with the Indian Tribes' (Const. art. 1 § 8), but it has nothing to do with the purely internal commerce of the...