Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/409

 PART V.] CORPORATE ACTS WITHOUT THE STATE. [§ 401. the remedy on the note is suspended until compliance. 1 In Il- linois and Alabama, however, contracts entered into before compliance cannot be enforced. 2 And in Oregon a mortgage taken by a foreign corporation before compliance is void, at least as to all persons other than the mortgagor having an inter- est or liens on the premises. 3 Construing this Oregon statute 1 Amer. Ins. Co. v. Wellman, 69 Ind. 413; Security Sav. Ass'n. v. El- bert, 153 Ind. 198; Lamb u. Lamb, 13 Bankr. Reg. 17; Wiestling v. War- then, 1 Ind. App. 217. Compare Union Ins. Co. v. Smart, 60 N. H. 458. Tbe reasonable construction of New York statute (sec. 15 of the General Corporation Law of 1892) was that remedy was merely sus- pended until foreign corporation complied. Neuchatel Asphalt Co. B. Mayor, 155 N. Y. 373; Goddard I). Crefeld Mills, 45 U. S. App. 84; see, also, Dearborn Foundry Co. v. Au- gustine, 5 Wash. 67; Edison, etc., Co. v. Navig'n Co., 8 Wash. 370. Thfc above section of the New York stat- ute has recently been amended (chapter 538 of the laws of 1901) so that now the certificate must be procured before the contract is en- tered into. The statute provided that no for- eign corporation could "maintain" an action, if they fail to comply with the statute. Held, that compliance after suit was brought, but before motion to dismiss was made, was sufficient. Carson Rand Co. v. Stern, 129 Mo. 381. See Huttig Co. v. Ho- tel Co., 6 Wash. 122; Mutual B. L. I. Co. y. Winne, 20 Mont. 20; M'd Tube Works v. W. E. Imp. Co., 87 M'd 207. 2 Cincinnati Mut. Health Assur- ance Co. v. Rosenthal, 55 111. 85; Su- preme Order Iron Hall v. Grigsby, 178 111. 57; Sherwood v. Alvis, 83 Ala. 115; Farrier v. New England Mtge. Co., 88 Ala. 275; Craddock v. American Mtge. Co., 88 Ala. 281; Christian v. American Mtge. Co., 89 Ala. 198; Ware v. Hamilton Brown Shoe Co., 92 Ala. 145; Colliere v. Davis Brothers, 94 Ala. 456. But iu Alabama this defence cannot prevail when the corporation has execut- ed the contract. Diefenbach v. Vaughn, 116 Ala. 150; Kindred v. New England, etc., Co., ib. 192; Electric Lighting Co. v. Rust, 117 Ala. 680; see Russell v. Jones, 107 Ala. 262. Moreover, a mortgage given in another state to a corpora- tion of that state is valid even though the mortgagee has not com- plied with the requirements to do business in the state where the land is situated. Elec. Lighting Co. v. Rust, supra. 3 Bank of British Columbia v. Page, 6 Oreg. 431. See In re Comstock, 3 Sawyer, 218; S. C, 14 Bankr. Reg. 169. Where a statute makes it " unlaw- fuL" for any foreign corporation to do business or acquire property be- fore compliance, its contracts are void and cannot be recovered on; it cannot collect insurance premiums. Insurance Co. v. Kennedy, 96 Tenn. 711 ; Lumber Co. v. Thomas, 92 Tenn. 587. A curative statute was after- ward passed making valid contracts where there was a subsequent com- pliance. See Butler v. U. S., etc., Ass'n, 97 Tenn. 679. When foreign insurance compa- nies are forbidden to do business within a state (Iowa) unless they have a certain amount of capital, such a company, which does not ful- 389