Roeder v. Robertson

• Decision Date: 22 February 1907
• Citation: 100 S.W. 1086,202 Mo. 522
• Parties: ROEDER v. ROBERTSON et al.
• Court: Missouri Supreme Court

100 S.W. 1086

202 Mo. 522

ROEDER v.ROBERTSON et al.

Supreme Court of Missouri, Division No. 1.

February 22, 1907.

1. SALES — RESCISSION BY SELLER — CONDITIONS PRECEDENT—RESTORING CONSIDERATION.

Laws 1891, p. 75, provides that no foreign corporation shall be permitted to transact business in the state until it shall have taken certain steps prescribed, and that no foreign corporation which shall not have complied with the statute shall maintain any action in the state. Held, that where a foreign corporation sold goods within the state, and the contract was void, because the corporation had not complied with the statute, and subsequently the corporation, in another state, conveyed its title to the goods to a purchaser with notice of the facts, such purchaser of such title cannot maintain an action in the state against the purchaser of the goods as for a conversion until the amount paid by such purchaser on the price has been refunded.

2. CONSTITUTIONAL LAW — DUE PROCESS OF LAW—LAWS RELATIVE TO FOREIGN CORPORATIONS.

Laws 1891, p. 75, is not invalid as depriving the foreign corporation of its property without due process of law.

3. SAME—EQUAL PROTECTION OF LAWS.

The statute is not invalid on the ground that it deprives a foreign corporation of the equal protection of the law and denies it the same rights, immunities, and privileges as accorded to the citizens of the state.

Appeal from Circuit Court, Cooper County; James E. Hazell, Judge.

Action by George Roeder against Thomas B. Robertson and others.From a judgment in favor of defendants, plaintiff appeals.Affirmed.

This is a suit which was brought by appellant against the respondents, in the circuit court of Cooper county, to recover the value of an engine and threshing machine, which he alleges belonged to him and were wrongfully converted by respondents to their own use.As there were no objections made to the pleadings, we deem it unnecessary to state even the substance of them, since the case was submitted to the court upon an agreed statement of facts, except as to the value of the property.

The agreed statement of facts is as follows:

"It is admitted, for the purposes of the trial of this cause: That the defendants purchased, in or about the month of August, 1896, a threshing outfit, consisting of one 16 horse power Stevens & Son traction engine, No. 2,157; one New Stevens thresher, No. 9,087; one Uncle Tom's wind stacker, No. 208; one self-feeder, No. 273, and one Washington weigher—for which defendants promised and agreed to pay said A. W. Stevens & Son $2,580.That said property was shipped by said A. W. Stevens & Son and delivered, through plaintiff, to defendants.That defendants took said property into their possession and to their farm.That the purchase price thereof was settled as follows: An old threshing outfit, belonging to defendants, was to be received by said A. W. Stevens & Son for $1,080 and defendants did execute three promissory notes, all dated August 6, 1896, and signed by defendants and made payable to said A. W. Stevens & Son; one for $300, due January 1, 1897; one for $600, due November 1, 1897; one for $600, due January 1, 1898—all being negotiable notes and bearing interest at the rate of 6 per cent. per annum.That said old threshing outfit, which was accepted in part payment for the machinery sold by said A. W. Stevens & Son to the defendants was afterwards resold by said A. W. Stevens & Son to the defendants for $300, which was paid in cash to said A. W. Stevens & Son; that the defendants also paid to said A. W. Stevens & Son the note for $300, due January 1, 1897, and delivered to said corporation the other two notes for $600, above described; and one of said notes was indorsed and transferred to J. G. Erhardt, who instituted suit upon the same in the circuit court of this county, and in said suit judgment was rendered for the defendants, and upon appeal to the Kansas City Court of Appeals said judgment was affirmed, and is reported in Erhardt v. Robertson Brothers, 78 Mo. App. 404.That the $300 paid for the old threshing machine by the defendants, and the $300 paid in settlement of the note, due January 1, 1897, have never been returned to the defendants, nor has any part thereof, and that said money is still retained by said A. W. Stevens & Son.That the promissory notes for $600 each have never been returned, nor offered to be returned, to the defendants.That a warranty accompanied the threshing outfit sold by said A. W. Stevens & Son to the defendants; that after trial defendants claimed said machinery did not comply with the warranty and notified said A. W. Stevens & Son to that effect, and declined to accept and pay for said machinery.

"It is further admitted that at the time of the sale of said machinery by said A. W. Stevens & Son to the defendants, said A. W. Stevens & Son was a corporation for pecuniary profit formed in the state of New York, and was doing business in the state of Missouri, and it had not at that time, and never has since, complied with the terms of the act of the General Assembly of the state of Missouri, entitled `An act to require foreign corporations doing business in this state to have a public office or place of business in this state at which to transact its business, and subjecting it to certain conditions and requiring it to file its articles of incorporation with the Secretary of State and to pay certain taxes and fees thereon,' approved April 21, 1891.That the said A. W. Stevens & Son, at the time of making said contract with the defendants, had wholly failed to, and has ever since wholly failed to, maintain a public office, or place of business, in this state, for the transaction of business where legal service may be obtained upon it, and where proper books are kept, to enable such corporation to comply with the constitutional and statutory provisions governing foreign corporations.That while said machinery sold by said A. W. Stevens & Son was on the farm of defendants in Cooper county, Mo., a bill of sale transferring the same to the plaintiff was executed, on or about July 20, 1899, in the state of New York, by said A. W. Stevens & Son, and the same was forwarded by mail to the plaintiff at Boonville, Mo.That the old threshing machine was never delivered to A. W. Stevens & Son, but was resold by said A. W. Stevens & Son to the defendants, and the other machinery has also remained upon the place of the defendants, and part of it (the engine) has been used by them."

In addition to the above-agreed facts, plaintiff offered evidence tending to show that the property described in the petition was worth the sum of $1,500, and the defendants on their part offered evidence tending to show that said property was worth $600.This was all the evidence.

Whereupon plaintiff prayed the court to declare the law as follows: "First.Upon the agreed facts in this case, the plaintiff is entitled to recover.Second.The court declares the law to be that A. W. Stevens & Son, a corporation existing under the laws of the state of New York, did not lose or forfeit its interest in the property described in the pleadings and the agreed statement of facts in the case, by its failure to comply with the act of the General Assembly of the state of Missouri, entitled `An act to require foreign corporations doing business in this state, to have a public office or place of business in this state at which to transact its business, subjecting it to certain conditions, requiring it to file its articles of incorporation with the Secretary of State, and to pay certain fees and taxes thereon,' approved April 21, 1891.Third.A. W. Stevens & Son did not lose its interest in the property described in the pleadings in this case, by sending it into the state of Missouri, and the said A. W. Stevens & Son, by its sale and transfer executed in the state of New York, conveyed a good title to the property to the plaintiff in this case.The situs of said property, in contemplation of law, adhered to said A. W. Stevens & Son.Fourth.A. W. Stevens & Son did not forfeit or lose its title or interest in said property by sending it to the state of Missouri, and therefore had the right to sell and transfer the same in the state of New York to the plaintiff, who, at that time, resided in the state of Missouri.Fifth.The court will exclude from its consideration in arriving at a finding in this case all evidence offered by the defendants, and all facts agreed showing the amount of money claimed by the defendants to have been paid for the property described in the pleadings in this case, under the contract made with A. W. Stevens & Son in the state of Missouri, by or through the plaintiff, for the purchase of the threshing outfit, described in the pleadings in this cause.Sixth.The defendants having refused to pay the two notes of $600 each, amounting to $1,200, in accordance with the contract made for the purchase of said property, and said contract being void under the laws of this state, defendants cannot enforce or have any rights thereunder, and they are estopped from making any claim arising out of or connected with said contract.Seventh.The act of the General Assembly of the state of Missouri, approved April 21, 1891, is not confiscatory.It did not have the effect of confiscating the property of A. W. Stevens & Son, citizens of the state of New York, because the said A. W. Stevens & Son did not conform to the requirements of said act, to enable it to do business in this state.The Legislature of this state has no right to pass a law depriving any person or corporation, who is a citizen of another state of this Union, of his or its property, without due process of law; nor can the...