Sutherland-Innes Company, Limited v. Chaney

• Decision Date: 26 March 1904
• Citation: 80 S.W. 152,72 Ark. 327
• Parties: SUTHERLAND-INNES COMPANY, LIMITED, v. CHANEY
• Court: Arkansas Supreme Court

80 S.W. 152

72 Ark. 327

SUTHERLAND-INNES COMPANY, LIMITED, v. CHANEY

Supreme Court of Arkansas

March 26, 1904

Appeal from Arkansas Circuit Court, GEORGE M. CHAPLINE, Judge.

E. L Chaney, as administrator of the estate of M. L. Chaney deceased, brought suit against Robert Bonner and another, and procured an attachment upon certain timber. The Sutherland-Innes Company, Limited, intervened, and appealed from a judgment for plaintiff. Reversed.

Judgment reversed and cause remanded.

H Coleman, for appellant.

Appellant had complied with the legal requirements as to foreign corporations, and was entitled to do business in this state. Acts 1899, 18, 305. The secretary of state's certificate was prima facie sufficient. 26 S.W. 256. Appellant's status became the same as that of any domestic corporation. 4 Wash. 686. The general statute as to proof of corporate existence (Sand. & H. Dig., §§ 1334, 2880) applies. 4 Wash. 686; 6 Thomp. Corp. § 7712; 130 U.S. 291. Parties contracting with an alleged corporation in the use of its corporate powers are estopped to deny its corporate existence. 23 F. 232; 27 F. 277; 47 Ark. 269; 70 Ala. 120; 72 Cal. 379; 128 Ill. 67; 12 Ind. 6. The attaching creditor stands in the same attitude as his debtor, and is estopped also. 14 Fla. 384; 68 F. 412; 89 Ind. 389; 79 Mo. 239. The question raised as to compliance with the act of 1899 within ninety days goes to appellant's right to sue, but not to the proof of corporate existence. 129 Mo. 381, s. c. 31 S.W. 772; 92 Mass. 231; 6 Wash. 122, s. c. 32 P. 1073. The interpleader had the right to sue, whether it had complied with the act of 1899 or not. 57 Ark. 25.

James A. Gibson, John F. Park, and X. O. & X. J. Pindall, for appellee.

OPINION

HUGHES, J.

The appellant corporation, in an action of attachment upon a lot of timber, filed an interplea claiming to have bought and to be the owner of the timber. The contract under which the corporation claimed was made on the 17th of February, 1898. On the 16th of February, 1899, the legislature passed the act prescribing the conditions upon which foreign corporations may do business in this state, the fourth section of which is as follows: "Any foreign corporation that has heretofore engaged in business or made contracts in this state may, within ninety days after the passage of this act, file such copy of articles of incorporation, together with certificate of appointment of an agent upon whom service of summons and other legal process may be had, in the office of the secretary of state, and pay the requisite fees thereon, as provided by this act, then all their contracts made before this act goes into effect are hereby declared as valid as if said articles of incorporation and certificate, as herein defined, had been filed before they began business in this state." The articles of incorporation were filed in the secretary of state's office, together with the certificate of the appointment of an agent upon whom service of process might be had, on the 21st of August, 1899, more than ninety days after the passage of the act of February 16, 1899.

The question of the corporation's right to sue and maintain the action in this state was raised, and the appellant offered in evidence a duly certified copy of its article...