Wells Company v. Gastonia Cotton Manufacturing Company

The plaintiff, the W. L. Wells Company, seeks in this action to recover a balance alleged to be due from the defendant, the Gastonia Cotton Manufacturing Company, on account of certain sales of cotton in the years 1899 and 1900.

The complaint averred that the plaintiff and defendant were, respectively, created and duly organized as corporations,-the former, under the laws of Mississippi; the latter, under the laws of North Carolina.

The defendant admitted that it was a corporation, duly organized under the laws of North Carolina, and a citizen and resident of that state, but averred that it had 'no knowledge or information sufficient to form a belief as to the truth of the allegation contained in the 1st section of the complaint, to wit, that the plaintiff is a corporation organized under the laws of the state of Mississippi, and a citizen and resident of that state, and, therefore, it denies the said allegation.' The other paragraphs of the answer put in issue the allegations of the complaint touching the plaintiff's claim against the defendant.

There was another action in the same court brought by the W. L. Wells Company against the Avon mills on account of transactions like those involved in the other case.

By consent of the parties, and pursuant to an order of court, the two cases were consolidated and tried together. In answer to questions propounded by the court the jury found that the W. L. Wells Company was, as alleged in the complaint, a corporation and a citizen and resident of Mississippi, and entitled to recover the sum of $39,313.88. A judgment was rendered for that amount against the Gastonia Cotton Manufacturing Company; the circuit court holding, upon a review of the evidence in connection with the findings of the jury, that the W. L. Wells Company was a corporation of Mississippi, and as such entitled to invoke the jurisdiction of that court as against the defendant corporation of North Carolina. 118 Fed. 190.

The case was then carried to the circuit court of appeals, which adjudged that the plaintiff had failed to establish the allegations of the complaint as to its corporate capacity, and, therefore, was not entitled to sue in the circuit court in its alleged corporate name. Without considering the merits of the case, that court reversed the judgment for want of jurisdiction in the circuit court, and the cause was remanded, with liberty to the plaintiffs, if it was so advised, to amend the complaint by inserting the individual names of those constituting the company in whose name the action was brought, which being done a new trial should be granted; and if the plaintiff declined to amend, then the case was to be dismissed without prejudice. 63 C. C. A. 111, 128 Fed. 369. Subsequently, the present writ of certiorari was granted.

Messrs. Joseph Hirsh, Charles W. Tillett, Murray F. Smith, and H. C. Jones for petitioner.

[Argument of Counsel from pages 179-180 intentionally omitted]

Messrs. Augustus H. Price, Charles Price, Armistead Burwell, and Edwin Cansler for respondent.

[Argument of Counsel from pages 180-182 intentionally omitted]

Mr. Justice Harlan delivered the opinion of the court: