Nolds v. Hendrie & Bolthoff Manufacturing Co.
Nolds v. Hendrie & Bolthoff Manufacturing Co.
Opinion of the Court
delivered tlie opinion of tlie court:
A mining company created as a corporation under the laws of Arizona, in January, 1909, came into this state and commenced doing business here in March or April of the same year. The company never complied with section 916, Rev. Stat. 1908, requiring foreign corporations, doing business in this state, to file in the office of the secretary of state a copy of their charter or certificate of incorporation, nor with sec. 917, requiring such corporations to file in the office of the secretary of state
The plaintiffs in error were directors of the company. In June and July, 1909, the defendant in error sold and charged to the company a bill of merchandise. This was not paid for, and on January 11, 1911, a suit was begun before a justice of the peace against the plaintiffs in error to recover the debt due on account of the merchandise sold. It is provided in sec. 919 that a failure to comply with the provisions of secs. 916 and 917 “shall render each and every officer, agent and stockholder of any such corporation, so failing herein, jointly and severally personally liable on any and all contract's of such company made within this state during the time that such corporation is so in default.” Sec. 911 provides that every domestic and foreign corporation shall file an annual report within sixty days next after the first day of January in each year, and that if any corporation shall fail, refuse or omit to file such report, and to pay the fees prescribed therefor, within the time prescribed, “all the officers and directors of said corporation shall be jointly and severally and individually liable for all debts of such corporation * * * that shall be contracted during the year next preceding the time when such report should by this section have been made and filed and until such report shall be made and filed.”
On appeal to the county court, the plaintiffs in error, at the proper time and in the proper manner, pleaded the one year statute of limitations in sec. 4068, which provides that all actions for any penalty or forfeiture of any penal statute “shall be commenced within one year next after the offense is committed and not after that
The brief of the plaintiffs in error is devoted almost entirely to the question of the bar of the statute of limitations on the penalty prescribed by sec. 919. All that is said in their brief concerning the penalty prescribed by sec. 911 is this:
“By what statute, rule or principle can a foreign corporation be required to file annual reports in this state,, when it has not invoked or submitted to the jurisdiction, has not filed its articles of incorporation, appointed a resident agent, or paid the fees necessary to acquire legal status here?”
Their position, therefore, seems to be that a foreign corporation that has not complied with the requirements of secs. 916 and 917, though it is doing business in this state, is free from the provisions of sec. 911 requiring an annual report. This cannot be the law. The section does not say that foreign corporations that have complied with the requirements of our law as laid down in secs. 916 and 917 must file an annual report, but all foreign, corporations. The contention of the plaintiffs in error would lead to this: A foreign corporation that met the requirements of our laws before it began doing business here would have to file the annual report as would also domestic corporations ; but a foreign corporation that comes into this state in violation of our lay and does business here is freed from the necessity of making an annual report. That would be a reward for the violation of law and a punishment for its obedience. Surely a foreign corporation that does business in our state cannot be heard to say that it is freed from the duties required by one statute, because it has violated those required by another. The mining company in question was doing business here in'the year 1909 and upon no principle of law can it or
The judgment is affirmed.
Judgment affirmed.
Mr. Justice Gabbert and Mr. Justice Hill concur,
Reference
- Full Case Name
- Nolds v. Hendrie & Bolthoff Manufacturing Company
- Status
- Published