United Shoe Machinery Co. v. Ramlose

• Decision Date: 31 March 1908
• Citation: 210 Mo. 631,109 S.W. 567
• Parties: UNITED SHOE MACHINERY CO. v. RAMLOSE.
• Court: Missouri Supreme Court

109 S.W. 567

210 Mo. 631

UNITED SHOE MACHINERY CO. v. RAMLOSE.

Supreme Court of Missouri, Division No. 2.

March 31, 1908.

1. CORPORATIONS—FOREIGN CORPORATIONS — ACTION BY—COMPLIANCE WITH LAWS—NECESSITY FOR PLEADING AFFIRMATIVELY.

Though Rev. St. 1899, §§ 1024, 1026 (Ann. St. 1906, pp. 886, 890), prohibit foreign corporations, which have not complied therewith, from doing business in the state or suing on contracts made therein, and though all constitutive facts must be set forth in a petition to state a cause of action, a foreign corporation, in suing on a contract made in the state, need not show compliance with the law; noncompliance being a matter of defense.

2. REPLEVIN—POSSESSION OF PROPERTY—AFFIDAVIT.

Under Rev. St. 1899, § 4463 (Ann. St. 1906, p. 2447), specifying matters to be averred in a replevin affidavit, if plaintiff's original petition was verified and contained the necessary averments, and plaintiff obtained possession of property, and thereafter filed an unverified amended petition not containing such averments, and there was no separate affidavit on file containing the necessary averments, the filing of the amended petition was a withdrawal of the first, and defendant was entitled to an order for the return of the property to him; but he was not so entitled if there was an affidavit on file separate from the original petition.

3. SAME—DEFECTIVE PLEADING—REMEDY.

If in replevin plaintiff's petition was defective for failing to aver that the property was not seized under process, etc., against plaintiff's property, etc., and there was no affidavit to that effect, as expressly provided for by Rev. St. 1899, § 4463 (Ann. St. 1906, p. 2447), defendant's remedy was a motion for a return of the property, and not by an objection to receiving any evidence under the petition.

4. EVIDENCE — PRESUMPTIONS—COURTS — AVAILABILITY TO LITIGANTS.

Courts are presumptively open to all litigants.

5. SAME—CORPORATE ACTS.

The general presumption of right acting applies to corporations, both domestic and foreign.

6. ASSIGNMENTS—NONNEGOTIABLE CHOSES IN ACTION.

The assignee of a nonnegotiable chose in action occupies exactly the same position, respecting it, as his assignor; and a contract, void in the hands of the assignor, is void in the hands of the assignee.

7. CORPORATIONS — FOREIGN CORPORATIONS— NONCOMPLIANCE WITH LAWS—EFFECT ON CONTRACT.

Under Rev. St. 1899, §§ 1024, 1026 (Ann. St. 1906, pp. 886, 890), prohibiting foreign corporations, which have not complied therewith, from doing business in the state or suing on contracts made therein, leases of machinery by such a corporation, to be performed in the state, are void and nonenforceable in the state, though made in another state.

8. ASSIGNMENTS — BONA FIDE ASSIGNEE — RIGHTS.

Plaintiff cannot be regarded as an innocent purchaser of contracts sued on and made by its assignor, in violation of Rev. St. 1899, §§ 1024, 1026 (Ann. St. 1906, pp. 886, 890), prohibiting foreign corporations, which have not complied therewith, from doing business in the state, etc., since the contract, being void in the assignor's hands, is void in plaintiff's, and since, the contracts showing upon their face that they were to be performed in the state, plaintiff was chargeable with notice of the domestic statutes concerning foreign corporations.

Appeal from Circuit Court, Jefferson County: E. M. Dearing, Judge.

Replevin action by the United Shoe Machinery Company against Christian E. Ramlose. From a judgment for plaintiff, defendant appeals. Reversed and remanded, with directions.

C. J. Anderson and Bond, Marshall & Bond, for appellant. Robert & Robert, for respondent.

BURGESS, J.

This is an action in replevin, begun in the circuit court of the city of St. Louis, on April 8, 1903, to recover certain shoe-making machinery. On application of the defendant the venue of the action was changed to St. Louis county, and thereafter, on application of the plaintiff, the venue was changed to Jefferson county. The trial resulted in a verdict and judgment for the plaintiff for the possession of all the machines specified in the petition, and the sum of $1 damages, from which judgment, after ineffectual motions for new trial and in arrest, defendant appealed.

Plaintiff, in its amended petition, after alleging its incorporation under the laws of the state of Maine, states that on the 7th day of April, 1903, it was the owner of and lawfully entitled to the possession of certain goods and chattels to the value of $6,000, as follows: 2 rapid nailers, Nos. 1,691 and 1,750; 2 prickers, Nos. 229 and 365; 1 Mayor heeling machine, No. 2,814; 1 rotary trimmer, No. 420; 1 grinder, No. 635; 1 spring heel trimmer, No. 170; 2 National heelers, Nos. 774 and 713; 2 Bussell heel trimmers, Nos. 702 and 194; 3 knife grinder machines, Nos. 781, 1,852, and 6,142; 3 consolidated lasting machines, Nos. 1,033, 1,101, and 1,326; 1 knurling machine, No. 101; 2 rapid standard screw machines, Nos. 1,536 and 1,317; taper nail tacking machines, double head, Nos. 2,055-6; double head, Nos. 2,271-2; 2 loose nailers, Nos. 623 and 431; 1 Universal double clinch machine, No. 225; 2 grip slugging machines, Nos. 112 and 687. That afterwards, on the same day, defendant wrongfully took said property from the possession of plaintiff, and still unlawfully and wrongfully detains the same, to its damage in the sum of $1; that said goods and chattels are in the possession of the defendant, in the city of St. Louis, state of Missouri. The petition concludes with prayer for judgment against defendant for the recovery of said goods and chattels, and $1 damages for their taking and detention; and, in case a delivery of the property cannot be had, then plaintiff prays judgment for $6,000, the value thereof.

The answer to the petition denies that plaintiff is the owner, or entitled to the possession of the property, or that defendant wrongfully took the property from plaintiff's possession, or unjustly detains the same, or that plaintiff has been damaged. It then alleges that defendant is entitled to such possession, that the property is of the value of $6,000, that defendant has been damaged, by reason of the taking of the property from his possession, in the sum of $15,000, demands return of the property, and asks for judgment for damages and costs. The answer then pleads, affirmatively, that certain of the machines described in the petition, to wit, Rapid Standard screw machines, Nos. 1536 and 1317, loose nailers, Nos. 623 and 431, Universal sluggers, Nos. 117 and 500, double head, Nos. 2271-2, and grip slugging machines, Nos. 112 and 687, were received, had, and used by defendant under a certain contract or lease made and entered into, in the city of St. Louis, Mo., between defendant and the United Shoe Machinery Company of New Jersey, said contract or lease being numbered 564, dated August 24, 1900, and by which said company leased to defendant said machines for 17 years from said date; that said lease required defendant, at his own expense, to keep the machines in good order and repair, and to obtain from the lessor, exclusively, all duplicate parts, extras, devices, and mechanisms needed in operating, repairing, or renewing the machines, and also prohibited defendant from buying any material used by him, in connection with the machines, from any one except the lessor, and bound defendant to purchase all such materials from the lessor, at prices fixed by it; that said contract was made with a view to prevent full and free competition in the purchase of such materials, and was and is against public policy, and void; that said lease also provided that, if defendant had more work of the kind which could be performed by any of the machines belonging to the metallic department of the lessor than the capacity of the machines leased, the defendant would, under like agreement, lease such additional machinery from the lessor, and, failing so to do, then the lessor, if it so elected, might cancel the lease; that by reason thereof such contract or lease tended to lessen full and free competition in the sale of such articles or commodities, and prevented defendant from using any machines except those manufactured exclusively by the lessor, and was therefore unlawful and void. Similar averments are made in the answer as to the several other leases entered into by the United Shoe Machinery Company of New Jersey and defendant, for all the other machines mentioned in the petition. The answer then concludes as follows:

"Defendant further states that the United Shoe Machinery Company of New Jersey is a corporation, organized and incorporated under the laws of the state of New Jersey, on the 7th day of February, 1899. That the total amount of the capital stock of said corporation is $25,000,000, divided into 1,000,000 shares, with a par value of $25 each; that the objects of said corporation, among others, are to `manufacture, buy, sell, lease, operate, and deal in and with all kinds of machinery, tools, and implements, and mechanical devices and contrivances of every name and nature whatsoever, and especially to manufacture, buy, sell, lease, operate, and deal in and with all sorts of boot and shoe machinery and every kind of mechanism, contrivance, implement, tool, material, or thing in any way whatsoever connected with or useful in connection with the manufacture of boots, shoes, and footwear, to purchase, acquire, erect, establish, hold, and dispose of manufactories, workshops, plants, and buildings of every description, and to fully equip the same with a view of carrying out the purposes herein set forth, or any of them, and to acquire the good will, rights, stock, and property of all kinds, and to undertake the whole or any part of the assets and liabilities of any person, firm, association, or corporation.' Defendant further states that, at the time of executing the aforesaid contracts, leases, and licenses, the said United...