The International Text-Book Company v. Pigg.

• Decision Date: 05 July 1907
• Docket Number: 15,151
• Citation: 76 Kan. 328,91 P. 74
• Parties: THE INTERNATIONAL TEXT-BOOK COMPANY v. A. T. PIGG. [*]
• Court: Kansas Supreme Court

91 P. 74

76 Kan. 328

THE INTERNATIONAL TEXT-BOOK COMPANY v. A. T. PIGG. ^[*]

No. 15,151

Supreme Court of Kansas

July 5, 1907

Decided July, 1907.

Error from Shawnee district court; ALSTON W. DANA, judge.

Judgment affirmed.

SYLLABUS

SYLLABUS BY THE COURT.

FOREIGN CORPORATIONS--"Doing Business in the State"--Parties. Under the agreed facts in this case the plaintiff was a foreign corporation, and at the time of the rendition of the judgment in the court below was "doing business in the state of Kansas" and was not entitled to maintain any action in the courts thereof by reason of its failure to comply with the corporation laws of the state.

W. H Rossington, and W. H. Cowles, for plaintiff in error; David C. Harrington, of counsel.

T. D. Humphreys, for defendant in error.

SMITH J. JOHNSTON, C. J., GREENE, BURCH, MASON, GRAVES, JJ., concurring. PORTER, J., dissenting

OPINION

SMITH, J.:

The International Text-book Company brought this action in the court of Topeka on a written contract, dated October 12, 1905, which was set forth in substance in its bill of particulars, as follows:

"Said defendant subscribes for a scholarship in the commercial law course in the International Correspondence Schools, an educational establishment conducted by the plaintiff at Scranton, Pa.; instruction papers and questions to be furnished by plaintiff as studies proceed; scholarship, when paid for, to be non-forfeitable and transferable on payment of stipulated transfer fees; defendant to pay for said scholarship the sum of $ 84.60, payable $ 5 at the signing of the contract, and $ 5 a month thereafter till fully paid, but in case of default in the payment of any installment all to become due at the option of this plaintiff; and with a further option to said defendant to pay out in full within sixty days at an aggregate of $ 72."

The defendant answered, in abatement, that plaintiff was a foreign corporation, for profit; that it was transacting the business in this state out of which the contract arose; and that it had not complied with the corporation laws of Kansas and was not entitled to maintain the action.

The reply denied that the plaintiff was doing business in the state of Kansas and admitted all other facts alleged in the defendant's bill of particulars.

At the trial the case was submitted upon the following agreed statement, without other evidence, to wit:

"The parties hereto submit this action to the court for decision upon an agreed statement of facts, as follows:

"(1) The plaintiff is a corporation organized and existing under the laws of the state of Pennsylvania, and is the proprietor of the International Correspondence Schools, located at Scranton, Pa.

"(2) That on October 10, 1905, the defendant executed in Topeka Kan., an agreement in writing, a copy of which is hereto attached, marked 'Exhibit A,' and made a part hereof; that on or about the 16th day of October, 1905, said agreement was received by the plaintiff in Scranton, Pa., and was by it there approved and accepted; that the plaintiff thereupon delivered to the defendant the scholarship in the International Correspondence Schools referred to in said agreement, and has duly performed all conditions thus far to be performed under the terms of said agreement and scholarship. A blank form of the certificate of scholarship is hereto attached, marked 'Exhibit B.'

"(3) That unless the plaintiff is debarred from maintaining this action by reason of its failure to comply with the statutes of Kansas, as hereafter appears from this statement of facts, the plaintiff is entitled to judgment as prayed for in the bill of particulars.

"(4) The plaintiff is a corporation having a capital stock, and the profits, if any, from the operation of the corporation belong to the corporation, to be distributed in dividends or otherwise applied as it may elect.

"(5) All the executive officers of the plaintiff corporation reside, and exercise their functions as such executive officers, at Scranton, Pa., and not in Kansas.

"(6) The business of the plaintiff is preparing and publishing instruction papers, text-books, and illustrative apparatus for the same, for courses of study suited for teaching by correspondence through the mail, and forwarding such publications and apparatus to students and instructing them through the mail, from Scranton, Pa., in the manner set forth in 'Exhibit A.'

"(7) All the teachers and instructors of the plaintiff corporation reside and perform their duties at Scranton, Pa., and none of them resides in the state of Kansas.

"(8) The plaintiff, in carrying out these operations, employs local or traveling agents, whose title is solicitor-collector, and whose duties are to procure and forward to the plaintiff at Scranton, Pa., from persons in a specified territory, on blanks furnished by the plaintiff, similar in substance to the printed portion of 'Exhibit A,' hereto attached, applications for scholarships in the International Correspondence Schools, and to collect and forward deferred payments on scholarships issued by the plaintiff; that the solicitor-collector is kept informed by the plaintiff of the various fees to be collected for the various scholarships offered and the contract charges to be made for cash or deferred payments, and the terms of payment acceptable to the plaintiff, in order that applicants may, so far as practicable, adapt their applications to their needs.

"The scholarship, instruction papers, text-books, and illustrative apparatus called for under each application accepted are sent by the plaintiff from Scranton, Pa., directly to the applicant; and instruction is imparted by means of correspondence by mail between the...