The Northwest Thrasher Company v. Riggs

• Decision Date: 06 April 1907
• Docket Number: 14,966
• Citation: 89 P. 921,75 Kan. 518
• Parties: THE NORTHWEST THRASHER COMPANY v. TIMOTHY RIGGS et al
• Court: Kansas Supreme Court

89 P. 921

75 Kan. 518

THE NORTHWEST THRASHER COMPANY v. TIMOTHY RIGGS et al

No. 14,966

Supreme Court of Kansas

April 6, 1907

Decided January, 1907.

Error from Sumner district court; CARROLL L. SWARTS, judge.

STATEMENT.

ON and prior to the 21st of January, 1900, the Minnesota Thrasher Manufacturing Company was a corporation located and doing business at Stillwater, Minn. On the date aforesaid it sold a thrashing-machine to the defendants in error at Hunnewell Kan., and received two promissory notes therefor. Afterward the payee sold and transferred its entire assets and business to one R. H. Bronson, who sold and conveyed the entire property so purchased to the plaintiff in error, a corporation since located and doing business at the place formerly occupied by the Minnesota Thrasher Manufacturing Company. The notes above mentioned were sold and indorsed by the payee to one A. T. Jenks, and were by him duly indorsed to the plaintiff in error. The notes and indorsements are in ordinary form; the date of the transfer of the notes is not shown. On January 6, 1905, plaintiff in error commenced an action against defendants in error to recover on these notes and on May 3, 1905, defendants filed a motion to dismiss the action, the principal ground of which reads:

"That said Minnesota Thrasher Manufacturing Company, to whom the notes sued on in this action were originally given, was at that time and is now a foreign corporation doing business in this state, and has continuously since said notes were given on June 21, 1900, continued to transact business in this state; that said Minnesota Thrasher Manufacturing Company has never at any time or place complied with the provisions of section 12 of chapter 10 of the Laws of Kansas for 1898, or with the amended provisions of section 3 of chapter 125 of the Laws of Kansas for 1901; that it has never applied for or obtained from the charter board of the state of Kansas any authority to do business in the state of Kansas at any time and especially for the year 1900, or the month of June, 1900; that neither the president, secretary nor managing officer of said company has ever at any time or place delivered to the secretary of state of Kansas a statement of the condition of such corporation on the 30th day of June next preceding, as required by the provisions of the laws of Kansas above mentioned; that no certificate has ever been or was ever issued by the secretary of state of Kansas showing that such statements had or have been filed for the years 1899, 1900 or 1901, and that it has now no authority to do business in the state of Kansas; that said notes and each of them were procured to be made to said company, by said company or its agents, in violation of the provisions of said acts above mentioned, and are absolutely void and unenforceable in any of the courts of this state."

On May 22 this motion was submitted to the court upon testimony. The defendants, in support of their motion, presented a certificate of the secretary of state showing that the payee of the notes, the Minnesota Thrasher Manufacturing Company, had never been authorized to do business within the state of Kansas, and had never complied with the laws relating to foreign corporations. They also presented a certified copy of the charter of the plaintiff, showing that it was duly incorporated in the state of West Virginia, for the purpose of purchasing the entire assets formerly belonging to the Minnesota Thrasher Manufacturing Company, then belonging to R. H. Bronson, and to engage in the business of manufacturing thrashing-machines and other farm implements.

Plaintiff presented a...