Sillin v. Hessig-Ellis Drug Co.
| Decision Date | 24 March 1930 |
| Docket Number | No. 226.,226. |
| Parties | SILLIN et al. v. HESSIG-ELLIS DRUG CO. |
| Court | Arkansas Supreme Court |
Appellee, Hessig-Ellis Drug Company, is a corporation organized under the laws of the state of Tennessee and engaged in the wholesale drug business in the city of Memphis in that state. Webb & Son was a corporation engaged in the retail drug business in Stuttgart, Ark. Appellee sold Webb & Son drugs for about twenty years; and the latter became indebted to it for drugs in a considerable sum. The drugs were shipped on orders. Some of these orders were mailed from Stuttgart, and some of them were orders taken by traveling salesmen of appellee. A mortgage was given by Webb & Son to appellee on real estate in the city of Stuttgart to secure the indebtedness. This mortgage was subject to a prior mortgage which had been given by Webb & Son to Dr. C. W. Strait in the sum of $5,000. Appellee made arrangements with Dr. Strait to foreclose his mortgage. Appellee then entered into a contract with Addie B. Sillin, who also had a claim against Webb & Son, to sell her the mortgaged property. It was the intention of appellee to buy in the property at the foreclosure sale of Dr. Strait, and thus secure a perfect title which it could convey to Mrs. Sillin.
Subsequently, Webb & Son was adjudicated a bankrupt, and its stock of goods was purchased at the bankrupt sale by appellee, which proceeded to continue to operate it as a retail drug store for a space of time between ten days and two months. Its object in operating it was to preserve its character as a retail drug store and thereby secure a purchaser for it. Appellee never intended to operate a retail drug store in the city of Stuttgart. Later, it sold the drug store to a third party.
Appellee purchased the mortgaged real estate at the foreclosure sale and conveyed it by deed to Addie B. Sillin pursuant to its contract with her. To secure the purchase price, Mrs. Sillin executed a first mortgage to Dr. Strait and a second mortgage to appellee. Having failed to pay the indebtedness, appellee brought this suit in equity to foreclose its mortgage for the nonpayment of the mortgage indebtedness.
The only defense to the action is that appellee is a foreign corporation which had not complied with our statute authorizing such corporations to do business in the state of Arkansas and for that reason was not entitled to maintain the action.
Such other facts as may be necessary to a determination of the issues raised by the appeal will be stated in the opinion.
The decision of the chancery court was in favor of appellee, and the case is here on appeal.
Jos. Morrison and M. F. Elms, both of Stuttgart, for appellants.
W. A. Leach, of Stuttgart, for appellee.
HART, C. J. (after stating the facts).
Counsel for appellants contend that appellee is a foreign corporation and is not entitled to maintain this suit because it has not complied with the statutory requirements relating to the right of foreign corporations to do business in the state of Arkansas. On the other hand, counsel for appellee contend that the transaction here involved does not constitute doing business within the state of Arkansas by a foreign corporation within the meaning of our statute. The record shows that appellee was engaged in the wholesale drug business at Memphis, Tenn., and Webb & Son, a retail drug store at Stuttgart, Ark., purchased drugs from it during a period of twenty years and became indebted to it in a considerable sum. The drugs sold by appellee to Webb & Son were shipped on orders sent in by Webb & Son or by traveling salesmen who secured the orders at Stuttgart, Ark., and sent them to appellee at its place of business in Memphis, Tenn.
In the first place, it may be said that no effort was made to show that the traveling salesman had any special...
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Norm Advertising, Inc. v. Parker
... ... is not affected by the above-quoted statute. Sillin et ... al. v. Hessig-Ellis Drug Co., 181 Ark. 386, 26 S.W.2d ... 122; Outcault Advertising Co. v ... ...