Campbell Etc. Co. v. Hering

Pee Ctteiam : The defendant contends that the plaintiff company has no right to transact any business in this state, or maintain its suit, for the reason that it is a foreign corporation, and has not complied with the act of assembly of April 22, 1874, P. L. 108, which prohibits such corporations from doing business in Pennsylvania, without having known places of business and authorized agents. The later act of June 1, 1889, P. L. 427, covers the same ground, and also includes limited partnerships, banks, joint-stock associations, etc. Both acts were evidently intended to carry out the provisions of § 5 of article XVI. of the constitution, which declares that “ No foreign corporation shall do any business in this state, without having one or more known places of business, and an authorized agent or agents in the same, upon whom process may be served.” We are not called upon to discuss the question how far the contract of a foreign corporation doing business in this state, in violation of the constitution and acts of assembly referred to, can be enforced by an action at law in our courts, for the reason that, while it was argued at bar and in the paper-books, it is not raised by the record. It would be unsafe to assume from the plaintiff’s declaration and statement of demand that it was a foreign corporation doing business within this state, and no such averment is to be found in the affidavit of defence. While all the [476] affidavit does contain must be treated as verity in this proceeding, we cannot, by implication, add to wbat is therein set forth. As the defendant has omitted to aver and swear to a fact which is essential to his defence, we must presume he cannot safely do so. Judgment affirmed.