Penn Collieries Co. v. McKeever
| Decision Date | 21 November 1905 |
| Citation | 75 N.E. 935,183 N.Y. 98 |
| Parties | PENN COLLIERIES CO. v. McKEEVER. |
| Court | New York Court of Appeals Court of Appeals |
OPINION TEXT STARTS HERE
Appeal from Supreme Court, Appellate Division, First Department.
Action by the Penn Collieries Company against Edward J. McKeever. From a judgment of the Appellate Division (87 N. Y. Supp. 869,93 App. Div. 303), affirming a judgment for plaintiff, defendant appeals. Affirmed.
The plaintiff, a foreign corporation organized under the laws of West Virginia, sued for the price of a cargo of coal, which it had sold and delivered to the defendant, in the city of New York. The defense to the suit was that, as the plaintiff was doing business in this state, without having procured from the Secretary of State the certificate required by section 15 of the general corporation law (Laws 1892, p. 1805, c. 687), it could not maintain any action upon its contracts. The evidence showed that the coal had been sold by an agent of the company in the city of New York, where he had an office and which he made his headquarters, as the company's sales agent for the middle New England district and New Jersey, and agency which included that city within its territory. The cargo of coal sold to the defendant appears to have been the only sale of coal ever made by the plaintiff within this state. The coal was mined in Pennsylvania. It was, originally, sold in New Jersey. It had been rejected by the purchaser in New York, and, while there and in the canal boat, had been resold, through a broker, to the defendant. Usually orders for coal were forwarded to the Pennsylvania office and were filled from there directly. No books of account, nor bank account, were kept in the city of New York, and no coal, or other goods, of the company, were kept in this state; the office there being solely for the agent's convenience. Upon the evidence, the trial judge made these findings of fact, a jury having been waived; that the plaintiff had not procured the statutory certificate; the sale and delivery to the defendant; his promise to pay therefor and his refusal to make payment; and that the plaintiff was not doing business in the state within the meaning of the statute. The judgment recovered by the plaintiff has been affirmed by the Appellate Division in the First Department by a divided court. The defendant further appeals to this court, and insists that the plaintiff was doing business within this state, under the facts disclosed by the evidence, within the purview of the provisions of the general corporation law.Frank B. York, for appellant.
John Waring Parks and Francis S. McGrath, for respondent.
GRAY, J. (after stating the facts).
I think that the determination below was correct. Section 15 of the general corporation law (Laws 1892, p. 1805, c. 687) prescribes that ‘no foreign stock corporation, other than a moneyed corporation, shall do business in this state without having first procured from the Secretary of State a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation to be carried on in this state is such as may be lawfully carried on by a corporation incorporated under the laws of this state for such or similar business,’ etc. Further it provides that ‘no foreign stock corporation doing business in this state shall maintain any action in this state upon any contract made by it in this state unless prior to the making of such contract it shall have procured such certificate.’ I am, clearly, of the opinion that the statutory provisions were not intended for any such case as this. I think that they should be construed, both upon the fair import of their language, as well as upon a just consideration of the public policy and of the state interests to be promoted, as simply preventingforeign corporations from entering the state by agencies and there engaging in the general prosecution of their ordinary business without first complying with certain requirements of a reasonable nature and evidencing their compliance by obtaining a certificate to the effect.
The policy of our state, as manifested in its laws, is not to impose any...
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