Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/406

 § 400.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. Some states have attempted to impose the further condition that no suit against the corporation brought by a resident of the state shall be removed into the Federal courts. But this is unconstitutional. A state may exclude foreign corporations entirely ; but if she admits them to do business within her lim- its, she cannot impose on them conditions repugnant to the Federal constitution. 1 So a state statute which declares that money in the state secured by note and mortgage is " doing business " there. Ginn v. New England Mtge. Co., 92 Ala. 135. Compare Dundee Mtge. Co. v. Nixon, 95 Ala. 318; In- ternational C. S. O. Co. v. Wheelock, 124 Ala. 3(37; Railway Co. v. Fire Ass'n, 55 Ark. 163 ; Scruggs v. Scottish Mtge. Co., 54 Ark. 566; White River Lumber Co. v. Improve- ment Ass'n, 55 Ark. 625; People v. American Bell Telephone Co., 117 N. Y. 241. See Trust Co. v. Ger- mania Ins. Co., 106 La. 669. But see Commercial Bk. v. Sherman, 28 Oreg. 573. The doing of a single act of busi- ness within the state does not bring a corporation within the operation of the Colorado statute. Cooper Mfg. Co. v. Ferguson, 113 U. S. 727; Colorado Iron Works v. Mining Co., 15 Col. 499. See Florsheim v. Lester, 60 Ark. 120; S. S. L. Co. v. Neiineyer L. Co., 63 Ark. 268; Milan Milling Co. v. Gorten, 93 Tenn. 590. Com- pare Hacheny v. Leary, 12 Ore. 40; D. & H. Canal Co. v. Mablenbook, 63 N. J. L. 281. Such a statute does not apply to a corporation which merely sells in the state through travelling agents. Toledo Com. Co. v. Glen Co., 55 O. St. 217; Mearshon v. Potts- ville Lumber Co., 187 Pa. St. 12; Wolff Dryer Co. v. Bigler Co., 192 Pa. St. 466; cf. Hovey's Estate, 198 Pa. St. 385. A foreign corporation which becomes a special partner in a limited partnership within the state is held to be engaged in busi- 386 ness there. People v. Roberts, 152 N. Y. 59. Where the complaint of a foreign corporation is silent on the subject, the court will presume on demurrer that the statute requirements en- abling it to do business in the state have been complied with. Sprague v. Cutler, etc., Co., 106 Ind. 242; Cassaday v. American Ins. Co., 72 Ind. 95; Nickels v. Building Ass'n, 93 Va. 380. In Texas, complying with the law as to filing a certificate is a condition precedent to main- taining an action, and that fact must be alleged and proved. Taber v. In- terstate B. & L. Ass'n, 91 Tex. 92. A decree and sale on foreclosure by a foreign corporation (which be- came the purchaser at the sale) is not invalidated by the fact that its agent had not filed a power of at- torney, as required by statute. This should have been pleaded in abate- ment in the foreclosure suit. Elston v. Pigott, 93 Ind. 14. 1 Lafayette Ins. Co. v. French, 18 How. 404. Commonwealth v. Coal Co., 97 Ky. 238. Compare Bedford v. Eastern B. & L. Ass'n, 181 U. S. 227. Amendment XIV. to the Fed- eral constitution, which forbids a state to deny to any person the equal protection of its laws, does not ap- ply to conditions imposed in foreign corporations on entering the state; though it may apply to such corpo- rations after they have performed the conditions entitling them to come in. People v. Fire Ass'n, 92 N. Y.