Munday v. Wisconsin Trust Company/Opinion of the Court

The court below declared null and void two separate deeds whereby defendants in error undertook to convey to the Realty Realization Company, a Maine corporation, certain land in Wisconsin upon the ground that the grantee had failed to comply with the statute of the state prescribing conditions under which foreign corporations might acquire title to property therein. The deeds were dated and delivered in Illinois February 28, 1913. A subsequent deed from the Realty Company and a mortgage by its grantee were also declared ineffective, but they need not be separately considered here. Wisconsin Trust Co. v. Munday, 168 Wis. 31, 168 N. W. 393, 169 N. W. 612.

At the time of the transactions in question the applicable statutory provisions concerning foreign corporations were subsections 2 and 10 of section 1770b, Wisconsin Statutes 1911, which follow:

'Sec. 1770b. 2. No corporation, incorporated or organized     otherwise than under the laws of this state, except railroad      corporations, corporations or associations created solely for      religious or charitable purposes, insurance companies and      fraternal or beneficiary corporations, societies, orders and      associations furnishing life or casualty insurance or      indemnity upon the mutual or assessment plan, shall transact      business or acquire, hold, or dispose of property in this      state until such corporation shall have caused to be filed in      the office of the secretary of state a copy of its charter,      articles of association or incorporation and all amendments      thereto duly certified by the secretary of state of the state      wherein the corporation was organized. * *  *

'Sec. 1770b. 10. Every contract made by or on behalf of any     such foreign corporation, affecting the personal liability      thereof or relating to property within this state, before it      shall have complied with the provisions of this section, shall be wholly void on its behalf and on      behalf of its assigns, but shall be enforceable against it or      them.'

The original proceeding was instituted March 30, 1913. While it was pending in the circuit court the Realty Company complied with section 1770b and obtained a license to do business and hold property in Wisconsin-October, 1915.O n May 11, 1917, the Legislature enacted Chapter 211, Laws of 1917, which amended subsection 1 of section 1770j of the statute to read:

'Any corporation organized otherwise than under the laws of     this state, having acquired, or attempted to acquire, legal      title by deed, or lease to any real property in this state,      before complying with the terms of section 1770b of the      statutes, and which is now not required to comply with said      section or which has thereafter, and before the passage of      this section, complied with said section, shall be and is      hereby relieved from any disability provided in said statute      or prohibition therein contained, so far as said section      relates to the acquisition and holding of the property so      acquired, or attempted to be acquired, and the title so      acquired, or attempted to be acquired, is hereby confirmed.'

Plaintiffs in error unsuccessfully challenged the validity of section 1770b upon the ground of conflict with the contract clause, section 10, article 1, of the federal Constitution and the due process clause of the Fourteenth Amendment. They further insisted that if section 1770j as amended by chapter 211, Laws of 1917, was not so applied as to validate the deeds in question, rights, privileges, and immunities guaranteed to them by the Fourteenth Amendment would be infringed.

Obviously, no impairment of any federal right resulted from the construction placed upon section 1770j as amended in 1917. Whether that section did or did not validate a contract theretofore unenforceable was a question for the state court finally to decide-it involved no right under the Constitution or laws of the United States.

Section 1770b was enacted prior to the transactions here in question and the settled doctrine is that the contract clause applies only to legislation subsequent in time to the contract alleged to have been impaired. Cross Lake Shooting & Fishing Club v. Louisiana, 224 U.S. 632, 639, 32 Sup. Ct. 577, 56 L. Ed. 924.

In support of the claim that subsection 10, section 1770b as construed by the court below conflicts with the due process clause it is said:

'The contract between the defendants in error and the Realty     Company and the deeds delivered in compliance therewith were      all made in Illinois. They have been declared void in the     state of Wisconsin. So applied the statute deprives     plaintiffs in error of their property without due process of      law.'

Allgeyer v. Louisiana, 165 U.S. 578, 591, 17 Sup. Ct. 427, 41 L. Ed. 832, is relied upon as adequate authority to support the point presented; but we think it is wholly irrelevant.

Where interstate commerce is not directly affected, a state may forbid foreign corporations from doing business or acquiring property within her borders except upon such terms as those prescribed by the Wisconsin statute. Fritts v. Palmer, 132 U.S. 282, 288, 10 Sup. Ct. 93, 33 L. Ed. 317; Chattanooga National Building & Loan Association v. Denson, 189 U.S. 408, 23 Sup. Ct. 630, 47 L. Ed. 870; Interstate Amusement Co. v. Albert, 239 U.S. 560, 568, 36 Sup. Ct. 168, 60 L. Ed. 439.

No interstate commerce was directly involved in the transactions here questioned. Moreover, this court long ago declared:

'The title to land can be acquired and lost only in the     manner prescribed by the law of the place where such land is      situate.' United States v. Crosby, 7 Cranch, 115, 116, 3 L.      Ed. 287.

Affirmed.