Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/410

 § 402.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. Judge Deady, of the Federal Circuit Court, has rendered the most extreme decision of all on this subject. He held that land foreclosed under a mortgage made to a foreign corporation, and bought in by it, might be recovered back by the mortgagor, on the ground that the corporation had not complied with the statute. 1 Undoubtedly foreign corporations must comply with the statutes of the states in which they do business. 2 But un- less the statute explicitly declares that contracts entered into before compliance shall be void, 3 it would seem the better legal policy to find the result in the liability of agents to in- dictment, 4 or in the liability of the foreign corporation to be ousted from its privilege of doing business within the state. 5 § 402. A foreign corporation may not itself take advantage of its own non-compliance with one of these statutes ; suit may be brought against it notwithstanding. 6 When a foreign corporation has complied with the prescribed conditions, it acquires most of the ordinary privileges of domestic corporations, and, for instance, may plead the statute of limitations like a domestic corporation or resident citizen. 7 It does not follow, however, that a foreign corporation will be Statute of limita- tions. fill this condition, cannot recover premiums for insurance on property situated in Iowa, although the insur- ance contract was made in the state incorporating the corporation. Sea- mans v. Zimmerman, 91 Iowa, 363. 1 Semple v. Bank of British Colum- bia, 5 Sawyer, 88. It is impossible to agree with a decision sustaining this dishonest defence. The Wis- consin court, more in conformity to the view that debtors should pay their just debts, holds that a foreign insurance corporation which has not complied with the statute prescrib- ing conditions on which it may do business in the state, may still take mortgage security fur a debt due there and enforce it in the courts of the state. Charter Oak Life Ins. Co. 13. Sawyer, 44 Wis. 387; see, also, Rogers v. Simmons, 155 Mass. 259. 2 See Hartford Fire Ins. Co. v. Ray- mond, 70 Mich. 485. 390 3 A contract made by a foreign corporation before it has complied with the statute will not be held void unless the statute expressly so declares; and if the statute impose a penalty, that will be held exclusive of other results. Toledo Tie Co. ». Thomas, 33 W. Va. 566; cf. Gar- rett Ford Co. v. Vermont Mfg. Co., 20 R. I. 187. 4 See People v. Formose, 131 N. Y. 478. 5 See State v. W. U. M. Life Ins. Co., 47 O. St. 167. 6 Hagerman v. Empire State Co., 97 Pa. St. 534; Foster v. Lumber Co., 5 S. Dakota, 57; see Sparks v. Acci- dent Assn., 100 Iowa, 458. 7 Huss v. Central R. R., etc., Co., 66 Ala. 472; Turcott v. R. R. Co., 101 Tenn. 102. Compare Barr v. King, 96 Pa. St. 485.