State v. Nichols

• Decision Date: 06 September 1907
• Parties: STATE ex rel. AMALGAMATED REPUBLIC MINES CO. v. NICHOLS, Secretary of State.
• Court: Washington Supreme Court

91 P. 632

47 Wash. 117

STATE ex rel. AMALGAMATED REPUBLIC MINES CO. v. NICHOLS, Secretary of State.

Supreme Court of Washington

September 6, 1907

Mandamus by the state, on relation of the Amalgamated Republic Mines Company, against Sam H. Nichols, as Secretary of State. Writ denied.

Geo. W Belt, for plaintiff.

A. J Falknor and Cutts & Dorety, for respondent.

MOUNT J.

Action in mandamus to compel the Secretary of State to file in his office a certified copy of the articles of the Amalgamated Republic Mines Company, a corporation organized under the laws of the territory of Arizona. The Secretary of State refused to file the articles, because, among the many powers of the corporation as defined by its charter, were contained powers to deal in real estate, do a brokerage and agency and trust business. The corporation avers that the only business it desires or intends to transact in this state is to acquire mines and to establish and operate mills for the treatment of ores. It disavows any intention of performing, or attempting to perform, any powers enumerated in its articles of incorporation, which powers are prohibited by the laws of this state.

It is conceded that the relator has complied with all the provisions of the statute relating to the filing of articles of foreign corporations and that it is entitled to have its articles filed here unless the Secretary of State may refuse to file the same because the articles enumerate the powers to do a real estate, brokerage, agency and trust business. If these were the sole powers of the corporation, it is clear that the writ would not issue, because foreign corporations organized after 1890 are prohibited from doing a real estate or brokerage business in this state, and this corporation, which was organized in Arizona on May 6, 1907, is concededly not organized in pursuance of the provisions of the act of 1903 relating to trust companies. Laws 1903, p. 367, c. 176. Section 4291, 1 Ballinger's Ann. Codes & St., provides that any corporation incorporated under the laws of any state for any of the purposes for which domestic corporations are authorized to be formed under the laws of this state shall have power to transact every kind of business in this state in the same manner and to the same extent as domestic corporations, by compliance with the conditions prescribed by succeeding sections, 'provided, however, that this chapter shall not be so construed as to allow such foreign corporation to transact business within the state on more favorable conditions than are prescribed by law for a similar corporation organized under the laws of this state, * * * provided, further, that no foreign corporation which is hereafter organized which has among its other powers the business of dealing in real estate, and buying and selling the same, and for the purpose of carrying on a real estate brokerage business, shall be permitted to transact such business of buying and selling and dealing in real estate, and carrying on a brokerage business therein, in this state; but this prohibition shall not extend to any other business for the transaction of which such corporation may be organized.' The State Constitution also provides, at section 7 of article 12, that 'no corporation organized outside the limits of this state shall be allowed to transact business within the state on more favorable conditions than are prescribed by law for similar corporations organized under the laws of this state.' In the case of State ex rel. Osborne, Tremper & Co. v. Nichols, 38 Wash. 309, 80 P. 462, where a domestic corporation sought to amend its articles so as to change its name from 'Osborne, Tremper & Co., Inc.,' to 'Seattle Trust & Title Company,' without complying with the act of March 17, 1903, relating to trust companies, we held that mandamus would not...