A. & W. Artesian Well Co. v. Tornabene, 213
| Citation | 124 Vt. 413,207 A.2d 140 |
| Decision Date | 02 February 1965 |
| Docket Number | No. 213,213 |
| Parties | A. AND W. ARTESIAN WELL CO. v. Salvatore W. TORNABENE et al. |
| Court | Vermont Supreme Court |
Sennett & Sennett, Bennington, for plaintiff.
George M. Fienberg, Bennington, for defendants.
Before HOLDEN, C. J., and SHANGRAW, BARNEY, SMITH and KEYSER, JJ.
The plaintiff, a Rhode Island Corporation, brought an action in contract against the defendants in the Bennington County Court for the digging of a well on the defendant's premises pursuant to a contract between the parties. The case was heard by the court, without jury; findings of fact were made, and judgment was entered for the plaintiff. Defendant has appealed here from the judgment below.
While several questions are presented here by the briefs submitted, the vital question before us is whether or not the plaintiff, a foreign corporation, not ragistered to do business in Vermont under the statutes, is entitled to bring an action against Vermont residents, upon a contract made in Vermont, in a Vermont court, once such contract is fully executed.
The defendant first sought to raise the question by a motion to dismiss made at the end of all the evidence in the hearing below, which motion was denied. For the reason that such motion was premature, having been made before findings of fact were filed, its denial is not before us. New England Road Machinery Co. v. Calkins, 121 Vt. 118, 122-123, 149 A.2d 734.
However, the findings of fact are that the plaintiff is a foreign corporation doing business in Vermont, and that the contract, which is the subject of this action, was made and performed in Vermont, and that the plaintiff 'did not qualify to do business in Vermont as a foreign corporation and that a certificate of authority has never been issued to the said corporation to transact business in Vermont.'
On appeal, the question before us on an exception to the judgment is whether the judgment order is supported by the findings of fact. Neverett v. Towne, 123 Vt. 45, 53, 179 A.2d 583; DeGoesbriand Memorial Hospital, Inc. v. Town of Alburg, 122 Vt. 275, 169 A.2d 360.
The certificate of authority, which the findings disclose the defendant did not possess, is provided for in 11 V.S.A. § 764, and is entitled 'Unenforceable contracts.' This section of the Foreign Corporation law reads as follows:
The 'lawful authority' referred to in 11 V.S.A. § 764 required by a foreign corporation to do business in this state is that furnished by a 'certificate of authority' from the commissioner of foreign corporations to a foreign corporation under 11 V.S.A. § 691:
'Except as otherwise provided, a foreign corporation shall not do business in this state until it has received a certificate of authority from the commissioner of foreign corporations.'
The requirements with which the foreign corporation must comply to receive such certificate are set forth in 11 V.S.A. § 692. The applying corporation must furnish a copy of its articles of incorporation to the commissioner. It must also file affidavits setting forth its assets and its indebtedness in considerable detail, as well as the names of its directors, the type of business which it proposes to carry on in Vermont, and the proposed location of its Vermont office. Further, it must stipulate that the secretary of state shall be its attorney for the service of process in any action or proceedings brought against it in this state, as well as its agent for the service of notices relating to taxation against it under the laws of this state.
No problem is presented in ascertaining the legislative intent requiring a foreign corporation to obtain a certificate of authority to do business in this state. The furnishing of the data relative to such corporation's corporate standing, and its financial standing, is so that residents of this state may have obtainable to them the same information on such foreign corporation's...
To continue reading
Request your trial
-
Pennconn Enterprises, Ltd. v. Huntington
...11 V.S.A. § 2101(a). See West-Nesbitt, Inc. v. Randall, 126 Vt. 481, 483, 236 A.2d 676, 677-78 (1967); A. & W. Artesian Well Co. v. Tornabene, 124 Vt. 413, 415, 207 A.2d 140, 141 (1965). That statute provides, in pertinent part, (a) No foreign corporation shall have the right to transact bu......
-
Redd Distributing Co. v. Bruckner
...in this state without lawful authoirty * * *.' Defendant cites in support of its assertion A & W Artesian Well Co. v. Tornabene et al., 124 Vt. 413, at p. 416, 207 A.2d 140, at p. 142: If such foreign corporation chooses to do business in this state without affording the protection to both ......
-
ALEXANDER MECH. CON. CO., INC. v. Owens-Corning Fib. Corp., 72-1328.
...of such act or contract . . ." M.C. L.A. § 338.1516 (Stat.Ann.1968 Cum. Supp. § 18.86(116)). 5 See, e. g., A & W Artesian Well Co. v. Tornabene, 124 Vt. 413, 207 A.2d 140 (1965). 6 Lake States Engineering Corporation v. Lawrence Seaway Corporation, 15 Mich. App. 637, 167 N.W.2d 320 (1969), ......
-
Jerene Enterprises, Inc. v. BURLINGTON HOUSING AUTH.
...that the defendant HUD contends the action is barred under the corporation law of Vermont, citing A. and W. Artesian Well Co. v. Tornabene, 124 Vt. 413, 207 A.2d 140 (1964). This decision does not undercut as deeply as the defendant would have In Tornabene the contract had been fully perfor......