Palm Vacuum Cleaner Company v. Bjornstad
| Decision Date | 02 February 1917 |
| Docket Number | 20,152 - (239) |
| Citation | 161 N.W. 215,136 Minn. 38 |
| Parties | PALM VACUUM CLEANER COMPANY v. B. F. BJORNSTAD AND ANOTHER |
| Court | Minnesota Supreme Court |
Action in the district court for Ramsey county to foreclose a mechanic's lien. The facts found by the trial court are stated in the opinion. The case was tried before Dickson, J who made findings and ordered a foreclosure of the lien by sale of the premises described in the complaint. From an order denying their motion for a new trial, defendants appealed. Reversed.
Commerce -- contract of foreign corporation unenforceable.
A contract by a foreign corporation, which has not complied with the laws of this state so as to entitle it to transact its business therein, for the sale and shipment to a resident of this state of a certain machine, coupled with an agreement to install the same in a building of the purchaser in this state, is not protected as an interstate commerce transaction, for the agreement for the installation of the machine, not being a necessary or an essential part of the contract of sale, requires the doing of business in this state, and renders the whole contract unenforceable in the courts of this state.
James Schoonmaker and William F. Hunt, for appellants.
James C. Melville, for respondent.
The facts in this case as found by the trial court are substantially as follows:
Plaintiff is a corporation organized and existing under the laws of the state of Michigan, and its general place of business at Detroit in that state. The corporation has never complied with the laws of this state (G.S. 1913, §§ 6206, 6207), and was not at the time here in question entitled to transact business, nor had it at any time kept or maintained an office or place of business therein. Plaintiff's business is that of a manufacturer of vacuum cleaners machines operated by electricity and designed for cleansing living rooms of dust and germs by means of air suction. On May 21, 1914, through an agent then in Minnesota, plaintiff entered into a contract with defendant B. F. Bjornstad, under which it agreed to sell and deliver from its place of business in Detroit, Michigan, to an apartment building owned by defendant Julius Bjornstad in the city of St. Paul, this state, one of its vacuum-cleaning machines, and to install the same in said building, for the consideration of $850; plaintiff to pay all delivery charges and the cost of installation in the building, and to turn it over complete and ready for operation. The machine was thereafter shipped to defendants and fully installed in the building in compliance with the contract. The contract was made with defendant B. F. Bjornstad, but with the knowledge and consent of defendant Julius Bjornstad, the owner of the building, and when put in place it was so attached to the building as to constitute an improvement of the premises entitling plaintiff, if the contract was valid, to a lien under our mechanic's lien statutes. The machine was accepted by defendants, it still remains in the building and has never been paid for.
A lien statement was duly prepared and filed, and this action was brought to foreclose the same. The principal defense interposed was that the contract of sale and installation of the machine was a Minnesota contract and wholly invalid, since plaintiff was not authorized to transact business in this state; in other words, that the contract was in violation of G.S. 1913, §§ 6206, 6207. The defense was overruled and judgment ordered for plaintiff. Defendants appealed from an order denying a new trial.
The transaction took the form of an order for the machine given to an agent of plaintiffs then in Minnesota, to become effective as a contract only upon acceptance by some officer of plaintiff at its home office in Detroit, Michigan. It was an interstate commerce transaction unless the provisions of the order by which plaintiff undertook and agreed to install the machine in defendants' building, and to pay all costs and charges incident thereto, made it a state transaction and invalid because plaintiff was prohibited from doing business in this state. It appears from the findings that the work of installing the machine was performed by workmen employed in this state, and that certain pipe and wire used in the work were purchased by plaintiff in this state. There was no evidence that by reason of the peculiar quality or nature of the machine the agreement of installation was a necessary part of the contract of sale. For aught that appears from the record to the contrary any electrician or plumber could perform that work, which consists in attaching the machine to a concrete base or platform upon which it stands,...
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