Weber Showcase & Fixture Company, Inc., a Corp. v. Co-Ed Shop, a Corp.

• Decision Date: 06 April 1936
• Docket Number: Civil 3669
• Citation: 47 Ariz. 415,56 P.2d 667
• Parties: WEBER SHOWCASE & FIXTURE COMPANY, INC., a Corporation, Appellant, v. CO-ED SHOP, a Corporation, Appellee, and OFFICE BUILDING COMPANY, a Corporation, Intervener
• Court: Arizona Supreme Court

56 P.2d 667

47 Ariz. 415

WEBER SHOWCASE & FIXTURE COMPANY, INC., a Corporation, Appellant, v. CO-ED SHOP, a Corporation, Appellee, and OFFICE BUILDING COMPANY, a Corporation, Intervener

Civil No. 3669

Supreme Court of Arizona

April 6, 1936

APPEAL from a judgment of the Superior Court of the County of Pima. C. C. Faires, Judge. Judgment reversed and cause remanded with instructions.

Mr John W. Ross, for Appellant.

Mr Alexander Murry, for Appellee.

Messrs Knapp, Boyle & Thompson, for Intervener.

OPINION

LOCKWOOD, C.J.

This is an action brought by Weber Showcase & Fixture Company, Inc., a corporation, hereinafter called plaintiff, against Co-ed Shop, a corporation, hereinafter called defendant, to recover certain store fixtures which plaintiff claimed it owned and was entitled to the immediate possession of. The Office Building Company, a corporation, intervened, claiming a landlord's lien upon the fixtures, but we need not consider it for the purpose of this appeal. The case was tried to the court, sitting without a jury, and judgment was rendered in favor of defendant, whereupon this appeal was taken.

The matter comes before us on a stipulation of facts, and we may summarize them as follows: The plaintiff is a corporation organized under the laws of Delaware, with its prinicpal place of business in Los Angeles, California. It also, however, maintains an office and place of business in Maricopa county, Arizona, and has appointed a statutory agent for that county, and had issued to it by the Corporation Commission a license to do business in all counties where it had such an agent, and has paid its annual fees for such license, as required by law. It has never, however, appointed a statutory agent for Pima county.

On the 25th of July, 1930, plaintiff sold to one C. M. Fruitman certain office fixtures, being substantially the same as those involved in the present action, under a conditional sales contract, the material portions of which read as follows:

"To Weber Showcase & Fixture Co., Inc., Los Angeles, Calif., 5700 Avalon Blvd., Los Angeles, Calif.

"You are hereby requested to furnish and deliver to the undersigned f.o.b. your factory, Los Angeles, the following, subject to acceptance by your home office and upon acceptance to become binding contract, subject to the terms and conditions set forth on this page and on the reverse side hereof....

"Weber to install.

"Terms: $500.00 check herewith dated August 15th, 1930, $485.00 due when fixtures ready to ship and the balance of $2544.00 twenty-five hundred forty-four no/100, closed by 24 equal monthly non-interest bearing notes -- notes dated Sept. 15, 1930; and mature consecutively each month thereafter. Notes to bear interest at rate of 8% after maturity."

It was further provided that in case of failure to pay the installments as set forth in the contract, the plaintiff might terminate the contract and take immediate possession of the property, retaining any amounts paid thereon as compensation for use and depreciation. In accordance therewith, plaintiff shipped the goods in question to Fruitman, in Pima county, and its employees and agents installed them in the place of business then being conducted by him. Fifteen hundred dollars was paid on the contract by him, and by the defendant which later succeeded to all of Fruitmen's interest in the property and assumed the liability on the contract, but payments of nearly $2,000 being greatly in arrears, plaintiff demanded possession of the property. This was refused by defendant, whereupon this suit was brought.

The pleadings of defendant set up four defenses, but only one is involved on this appeal, and that is whether or not, in view of plaintiff's admitted failure to qualify to do business in Pima county in the manner provided by our statute, it is precluded from maintaining this action, under section 658, Revised Code of 1928, which reads as follows:

"Acts void unless statutes complied with. No foreign corporation shall transact any business in this state until it has complied with the requirements of the preceding section, and every act done by said corporation prior thereto shall be void."

It is the contention of plaintiff that the contract and transaction on which its claim to ownership of the property involved herein is based was an interstate commerce transaction and as such, did not fall within the inhibition of our statute, and, second, that...