Mershon & Co. v. Pottsville Lumber Co., Ltd.

• Decision Date: 21 July 1898
• Docket Number: 373
• Citation: 187 Pa. 12,40 A. 1019
• Parties: W.B. Mearshon & Co. v. The Pottsville Lumber Company, Limited, Appellant
• Court: Pennsylvania Supreme Court

40 A. 1019

187 Pa. 12

W.B. Mearshon & Co. v. The Pottsville Lumber Company, Limited, Appellant

No. 373

Supreme Court of Pennsylvania

July 21, 1898

Argued February 15, 1898

Appeal, No. 373, Jan. T., 1897, by defendant, from judgment of C.P. Schuylkill Co., Sept. T., 1895, No. 346, on verdict for plaintiff. Affirmed.

Assumpsit on a contract.

At the trial the court reserved the following points presented by the defendant:

1. A foreign corporation in regard to the citizens of this state is a company incorporated under the laws of any country or state outside the commonwealth of Pennsylvania.

2. A foreign corporation can only sue or be sued, or transact other business, within this commonwealth, by complying with all the laws, rules and regulations of this state relating thereto, and it appearing in evidence that said plaintiffs are a foreign corporation, the burden is on them, before they can maintain this suit, to show that they complied with all the laws, rules and regulations prescribed for them by this state, entitling them to sue or be sued or transact other business here, and having failed to make such proof, they cannot maintain this suit, and the verdict of the jury must be in favor of the defendants.

3. Under the laws of this state in order to maintain this suit the plaintiffs are bound to show as a condition precedent to their recovery that, not only when the lumber and material now in controversy in this suit was sold or contracted for and shipped by them, but at and before the time the suit was instituted, they had an office or offices in this commonwealth, and resident agent or agents appointed for the transaction of business therein, upon whom service of legal process could have been made, or other business relating to such agency transacted, and having failed to make such proof this suit cannot be maintained by them, and the verdict must be in favor of defendant.

4. In order to maintain a suit at law such as this, or transact other business in this commonwealth, a foreign corporation such as plaintiffs, is bound to file a statement in the office of the secretary of the commonwealth, showing among other things the name or names of its authorized agents therein, and must show, before they can recover, that they have done so, and that a proper certificate was issued to them by competent authority, and that such certificate, if issued, was preserved by such agents in each of the offices, if more than one, for public inspection at all times, and having failed to show that they complied with these requirements they cannot maintain this suit, and the verdict of the jury must be in favor of defendants.

Verdict for plaintiff for $1,408.55, upon which judgment was subsequently entered. Defendant appealed.

The judgment is affirmed.

J. W. Moyer and W. J. Whitehouse, for appellant. -- The domicil of a corporation is in the state under whose laws it was created or where its principal place of business is located. It cannot migrate to another sovereignty: Bank v. Earle, 13 Peters, 588; 2 Morawetz on Corp. sec. 958; Runyan v. Costers, 14 Peters, 122.

A state may regulate the business of foreign corporations within its boundaries or exclude them from transacting business altogether: 2 Morawetz, Corp. sec. 971; Paul v. Virginia, 75 U.S. 168; Doyle v. Ins. Co., 94 U.S. 535; Ins. Co. v. French, 18 Howard, 407; Ducat v. Chicago, 10 Wallace, 410; Cooper Mfg. Co. v. Ferguson, 113 U.S. 727; Leasure v. Ins. Co., 91 Pa. 491; Com. v. Standard Oil Co., 101 Pa. 119.

In this state there is legislation and constitutional provisions against their suing or doing any other business (if suing be business) excepting subordinate to our laws. Having failed to comply with our laws and regulations at or before the time the cause of action accrued they cannot maintain their suit: Thorne v. Ins. Co., 80 Pa. 15; Ins. Co. v. Bales, 92 Pa. 352; Holt v. Green, 73 Pa. 198; Ins. Co. v. Heath, 95 Pa. 333; Lasher v. Stimson, 145 Pa. 30; Johnson v. Hulings, 103 Pa. 498; Com. v. Hughes, 1 Dist. Rep. 596.

Wesley K. Woodbury, for appellee. -- Plaintiff had a registered agent in this state at the time the contract in this case was made.

The goods were delivered on board cars at Saginaw, Michigan, and therefore the sale took place there: Com. v. Fleming, 130 Pa. 138; Bacharach & Co. v. Chester Freight Line, 133 Pa. 444.

Plaintiff was not "doing business" in Pennsylvania within the meaning of our constitution and laws relating to the registration of foreign corporations: Com. v. Standard Oil Co., 101 Pa. 148; Toledo Commercial Co. v. Glenn Mfg. Co., 11 Ohio Cir. Ct. 153; Kilgore v. Smith, 122 Pa. 57; Leasure v. Life Ins. Co., 91 Pa. 491; Bank v. Tanning Co., 170 Pa. 4; Blakeslee Mfg. Co. v. Hilton, 5 Pa.Super. 189.

Plaintiff is engaged in interstate commerce, and the freedom of trade between those doing business in the different states is protected by article 1, section 8, clause 3, of the constitution of the United States: Cooper Mfg. Co. v. Ferguson, 113 U.S. 727; Wile & Brickner Co. v. Onsel, 10 Pa. C.C.R. 659; Mobile County v. Kimball, 102 U.S. 691; Gloucester Ferry Co. v. Pennsylvania, 114 U.S. 196; Robbins v. Shelby County Taxing Dist., 120 U.S. 489; McCall v. California, 136 U.S. 104.

Before GREEN, WILLIAMS, McCOLLUM, MITCHELL and FELL, JJ.

OPINION

MR. JUSTICE GREEN:

The questions of fact on the merits of this case were carefully and correctly submitted to the jury by the learned trial judge, and were found for the plaintiff, and no discussion is needed in regard to those matters. The only question presented by the assignments of error is the correctness of the ruling upon the points reserved. The learned court below held that the transaction involved in this case was not a doing of business by a foreign corporation in this state within the meaning of the Acts of April 22, 1874, P.L. 108 and of June 1, 1889, P.L. 420, and therefore the plaintiff could recover, notwithstanding he had no agent within the commonwealth at the time of the trial. The plaintiff had complied strictly with the requirements of the law and had an agent, duly authorized, in the state, at the time the contract in question was made, but the agent had removed from Pennsylvania before the delivery of the goods or the bringing of the suit, and this, it was contended, was not a compliance with the law. Passing by that question the case was ruled upon the authority of the Blakeslee Manufacturing Co. v. Hilton, 5 Pa. Superior Ct. 184. There are other cases which will be referred to presently to the same effect, and we are of opinion that the decisions in all of these cases are correct, and should be followed by us in deciding the present controversy. The plaintiff in that case was a foreign corporation located in the state of Illinois, and the action was brought to recover the price of a steam pump manufactured in that state and sold to the defendant, a corporation, in Pennsylvania. Among other defenses set up in the affidavit of...