Northwest Thrasher Co. v. Riggs

Supreme Court of Kansas April 6, 1907

Northwest Thrasher Co. v. Riggs, 75 Kan. 518 (Kan. 1907)

89 P. 921; 1907 Kan. LEXIS 93

Graves

Opinion of the Court

The opinion of the court was delivered by

Graves, J.:

This action was dismissed because it was commenced .in violation of section 1283 of the General Statutes of 1901, which prescribes certain duties to be performed by foreign corporations before they will be permitted to do business in the state. The statute contains a provision imposing a penalty for non-compliance with its requirements, which reads:

“No action shall be maintained or recovery had in any of the courts of this state by any corporation doing business in this state without first obtaining the certificate of the secretary of state that statements provided for in this section have been properly made.” (Gen. Stat. 1901, § 1283.)

The Minnesota Thrasher Manufacturing Company, the payee of the notes mentioned in the petition, never *521complied with this law, and for that reason could not maintain this action to enforce payment of the notes. Therefore it is urged that no other holder- can prosecute such an action. We cannot consent to this proposition. The notes, even if taken in violation of this statute, which does not clearly appear, are not void. They constitute a valid contract between the parties, and may be enforced in any proper tribunal. (The State v. Book Co., 69 Kan. 1, 76 Pac. 411, 1 L. R. A., n. s., 1041; Hamilton v. Reeves & Co., 69 Kan. 844, 76 Pac. 418.) The payee is not a party to this action — it parted with all of its rights to the notes at Stillwater, Minn., to a purchaser in good faith, and for full value.

It is not suggested by the testimony that the transfer of the notes was colorable only, and made for the purpose of evading the law. On the contrary, the transfer appears to have, been made bona fide, and as an incident to the sale of the entire assets and business of the Minnesota Thrasher Manufacturing Company. The plaintiff, being the owner of the notes, and having fully complied with the law, thereby acquiring the right to conduct its business in this state, should not be deprived of the right to maintain actions in the courts of this state.

The judgment is reversed, with directions to proceed in accordance with the views herein expressed.

Reference

Full Case Name: The Northwest Thrasher Company v. Timothy Riggs
Cited By: 3 cases
Status: Published
Syllabus: SYLLABUS BY THE COTJKT. Parties — Action on a Negotiable Note — Bona Fide Indorsee of Payee under Disability. The Minnesota Thrasher Manufacturing Company, without having complied with the provisions of section 1283 of the General Statutes of 1901, sold a thrashing-machine in this state and received two promissory notes in payment therefor. These notes were duly sold and indorsed by the payee, and became the property of the plaintiff. The payee also sold its entire assets and business to one R. H. Bronson, who conveyed them to the plaintiff, a foreign corporation which has fully complied with the law relating to such organizations. Held, that it has the right to maintain an action in the courts of this state to enforce payment df the notes, even though the payee could not do so.