West Side Belt Railroad Company v. Pittsburgh Construction Company
| Decision Date | 03 January 1911 |
| Docket Number | No. 681,681 |
| Citation | 55 L.Ed. 107,31 S.Ct. 196,219 U.S. 92 |
| Parties | WEST SIDE BELT RAILROAD COMPANY, Francis H. Skelding, and Henry W. McMasters, Receivers, Plffs. in Err., v. PITTSBURGH CONSTRUCTION COMPANY |
| Court | U.S. Supreme Court |
Mr. Thomas Patterson for plaintiffs in error.
[Argument of Counsel from pages 93-95 intentionally omitted] Messrs. Samuel McClay and Edwin W. Smith for defendant in error.
[Argument of Counsel from page 95 intentionally omitted] Mr. Justice McKenna delivered the opinion of the court:
This is the second action between the parties, defendant in error being plaintiff in both, and the purpose of both being the recovery of $332,750.98 upon an award of James H. McRoberts chief engineer of the railroad company, made under the circumstances hereinafter detailed. In the present action the declaration contains a count upon a quantum meruit.
The first action was brought in the United States circuit court for the western district of Pennsylvania. A verdict was directed for the plaintiff (defendant in error here) for the full amount of the award, subject to the court's decision upon a point reserved. Subsequently judgment non obstante was entered for the defendant (plaintiff in error here). One of the grounds of the motion, and, as it was the only one considered, it is not necessary to give the others, was that the action could not be maintained because the plaintiff (defendant in error here) being a foreign corporation (it was incorporated under the laws of West Virginia) did not register as required by the statute of Pennsylvania, before making the contract on which the action was based.
An act passed in 1874 provided that no foreign corporation should do business in the state until it had established an office or offices and appointed an agent or agents for the transaction of business therein. And it was made unlawful for such corporation to do any business until it had filed in the office of the secretary of the commonwealth a statement, under seal, signed by the president and secretary, showing the title and object of the corporation the location of its offices, and the names of its agents. A certificate of the secretary of the commonwealth of such filing was required to be kept for public inspection in every office. Transacting business without complying with the provisions of the act was made a misdemeanor.
An act was passed in 1889 which provided that any limited partnership, bank, joint stock association organized under the laws of the commonwealth, or under the laws of any other state, and doing business in the commonwealth, should register, in the office of the auditor general, the place of its business and postoffice address, the names of certain of its officers, and the amount of capital authorized and the amount paid. Such registration was also required of every corporation then engaged in business in the commonwealth. Annual registration was required thereafter. A penalty of $500 was imposed for violations of the act.
The plaintiff had not registered at the time the contract involved in the act was made. It, however, subsequently registered.
It was held, following the decisions of the courts of Pennsylvania, that the statutes made unlawful business transactions within the state by a foreign corporation which had not complied with their provisions. And it was said :
The opinion concluded as follows:
The circuit court of appeals, to which the case was carried, also expressed the view, applying, as it said, the decisions of the courts of the state, that the contract was illegal, and its illegality made void the award made under it. The judgment of the circuit court was affirmed.
Then an act of legislature of Pennsylvania was passed, entitled, 'An Act Validating Contracts, Bonds, or Obligations Made by Corporations of Other States, Without First Having Established Known Places of Business and Designating Authorized Agents for the Transaction of Their Business Within This Commonwealth, and Providing for the Enforcement of the Same.' P. L. 205.
Thereupon this action was brought not only upon the award made by James H. Roberts, but also for work and labor done as upon a quantum meruit. Among other defenses, the judgment in the United States circuit court was pleaded as a bar to the action notwithstanding the act of May 23, 1907. The trial court was of opinion that the act 'cured the defect in plaintiff's contract,' and accordingly the judgment was not a bar to the action. The court also ruled against the other defenses, and entered judgment for plaintiff (defendant in error here). It was sustained by the supreme court of the state, on the ground that the adjudication in the circuit court 'settled nothing with respect to the merits of this case; all that was there adjudicated was the plaintiff's right to maintain its action as an unregistered foreign corporation.' The supreme court further decided that 'the effect of the act of May 23, 1907, was to remove the impediment created by the prior act to the enforcement of the contract, and the plaintiff had at once acquired the right to maintain an action thereon.'
The action of the state court, deciding against the judgment of the United States circuit court as a bar, constitutes the Federal question in the case, the contention of plaintiff in error being that due faith and credit were denied the judgment. A motion, however, is made to dismiss the writ of error on the ground that no Federal question is presented by the record, or alternatively to affirm the judgment.
The motion to dismiss is based on the contention that the judgment of the circuit court reserved to plaintiff a right of action for the services performed, and that the supreme court of the state having decided that the present action was within the reservation, it gave, not denied, the same faith and credit it would have given to a state judgment rendered under similar circumstances.
When a party asserts that due faith and credit have not been given to a judgment rendered in an action between him and the other party, he asserts a right under the Constitution of the United States, and necessarily this raises a Federal question. This is the assertion in the present case, and the consideration which the supreme court of Pennsylvania give it demonstrates that it is not so far frivolous as to sustain a motion to dismiss. The motion is therefore denied. On the other hand, we cannot say that the motion to dismiss is without color, and pass, therefore, to the merits, for the determination of which a fuller statement of the facts becomes necessary.
The West Side Belt Railroad Company, which we shall refer to as the railroad company, entered into a contract with one Petrie to construct an extension of its road. Petrie engaged to construct and complete the proposed work in the manner and within the time called for by the specifications, and the railroad company agreed to pay for the work the sum of $400,000. The contract was dated April 25, 1901. On the 24th of May following, Petrie, with the consent of the railroad company, entered into a contract with the Pittsburgh Construction Company, referred to herein as the construction company, to do the work....
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