Shields v. Chapman
| Decision Date | 20 February 1922 |
| Docket Number | No. 14282.,14282. |
| Citation | 240 S.W. 505 |
| Parties | SHIELDS v. CHAPMAN. |
| Court | Missouri Court of Appeals |
Appeal from Circuit Court, Jackson County; Thad. B. Landon, Judge.
"Not to be officially published."
Suit by Fred B. Shields against Oliver J. Chapman and others, in which the cause was dismissed as to the others and judgment rendered in favor of defendant Chapman, and the plaintiff appeals. Affirmed.
Butcher & Knoop, of Kansas City, for appellant.
Eugene R. Cochran and O. J. Chapman, both of Kansas City, for respondent.
This is a suit upon a promissory note reading as follows:
There was a trial before the court without the aid of a jury, resulting in a judgment in favor of the defendant, and plaintiff has appealed.
The Pecos River Irrigated Land Company is a corporation organized under the laws of the territory of New Mexico with its principal office and place of business at Artesia, N. M. The company was organized to "deal in, improve, irrigate, and develop land in New Mexico and elsewhere, and buy and sell personal property." The company had never been authorized to do business in the state of Missouri. At a regular meeting of the board of directors held in Kansas City, Mo., as allowed by the laws of New Mexico, the president and secretary were authorized to execute the note.
The original suit was brought against Oliver J. Chapman, J. Marvin Smith, and R. R. Hanger, who were stockholders and officers of the company. There was no service upon J. Marvin Smith, and, R. R. Hanger having died during the pendency of the suit, the case was dismissed as to those defendants and prosecuted solely against defendant Oliver J. Chapman, who was president of the company and signed the note as such. There is no evidence as to for what purpose the note was given. Plaintiff sued defendants as partners, and it is his theory that defendant Chapman is individually liable for the debt of the company for the reason that it, not having been licensed to do business under the laws of the state of Missouri, possessed no corporate capacity in this state, and, this being so, persons assuming to transact business in this state in its corporate name are partners, and are personally liable as such, and that plaintiff has a right to sue one or more of the partners.
Section 9792, R. S. 1919, provides that foreign corporations desiring to do business in this state shall file in the office of the secretary of state a copy of its charter, articles of association, etc. Section 10147, R. S. 1919, provides that a foreign corporation shall not do business in this state without such license. Section 9793, R. S. 1919, provides that no corporation that shall fail to comply with the statute in relation to obtaining a license to do business in this state "can maintain any suit or action * * * in any of the courts of this state."
Under these statutes it has been held that a contract entered into in this state by a foreign corporation that has not been licensed to do business in this state is void. Tri-State Amusement Co. v. Amusement Co., 192 Mo. 404, 90 S. W. 1020, 4 L. R. A. (N. S.) 688, 111 Am. St. Rep. 511, 4 Ann. Cas. 808. However, not every contract made by such a corporation is void, but only such contracts that are entered into while such corporation is doing or transacting business for which the corporation was incorporated, and not merely while transacting such business as it might have authority to do.
"There must be a doing of some of the works, or an exercise of some of the functions, for which the corporation was created to bring the case within the clause." First National Bank v. Leeper, 121 Mo. App. 688, 693, 97 S. W. 636, 637.
In that case it was held that the...
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State v. Shell Pipe Line Corp., 36517.
...in this state other than that for which they were incorporated." [160 Mo. l.c. 442, 61 S.W. l.c. 192.] In Shields v. Chapman (Mo. App.), 240 S.W. 505, the suit was on a note given by a foreign corporation not licensed in Missouri, and the plaintiff sued the defendant Chapman on the theory t......
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State v. Shell Pipe Line Corp.
...Hurst Automatic Switch & Signal Company v. Trust Co., 216 S.W. 956; Wulfing v. Armstrong Cork Co., 250 Mo. 733, 157 S.W. 618; Shields v. Chapman, 240 S.W. 506; Coal & Mining Co. v. Ladd, 160 Mo. 435, 61 S.W. 191; Parker v. Wear, 230 S.W. 80; Republic Steel Corp. v. Atlas H. & L. Corp., 113 ......
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United Mercantile Agencies v. Jackson
...the corporation was organized, does not constitute the doing or the transacting of business within the meaning of the statute. Shields v. Chapman, supra; State ex City of St. Louis v. Public Service Commission, 335 Mo. 448, 73 S.W. 2d 393. See also Mergenthaler Linotype Co. v. Hays, 182 Mo.......
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United Mercantile Agencies v. Jackson, 38472.
...doing of business. State ex rel. v. Public Service Comm., 335 Mo. 448, 73 S.W. (2d) 393; Parker v. Wear, 230 S.W. 75; Shields v. Chapman, 240 S.W. 505; Mergenthaler Linotype Co. v. Hays, supra; Meddis v. Kenney, supra; 12 R.C.L., sec. 48, p. 69; State v. Shell Pipe Line Corp., 345 Mo. 1245,......