Commonwealth v. Nolde

Opinion by Orlady, J., The sole question in this case is whether the defend [113] ants, the officers of a foreign realty corporation, were rightly convicted of transacting business within this commonwealth without complying with the provisions of the Act of April 22, 1874, P. L. 108.. The crime charged is set put substantially in the language of the act which prohibits it and is deemed and adjudged sufficient under the provisions of sec. 11 of the Act of March 31, 1860, P. L. 427. Their company was duly incorporated in New York, and by its charter authorized “to purchase, lease, or otherwise acquire, own, lay-out, maintain and improve real estate and chattels in any and every county in the state of New York, and in any and all other states of the United States of America, and to sell, convey, let or otherwise dispose of the same or any part thereof.” The appellants, who are the principal officers of the realty company, established and maintained a branch or suboffice in Reading, Pennsylvania; and gave notice to the world by a sign marked “Berks-Nassau Realty Company,” that they were there to transact business. They placed a representative in the office, who employed subagents and distributed circulars and advertisements by mail which gave the general character, scope and system of the business they were transacting. This is not a case of an isolated transaction, but the general business of the company was openly and continuously conducted for a number of months. As stated by their agent: “I sold lots for the company to various people. I received pay at various times for the sales that I made. The deeds and agreements for the conveyance and sale of the real estate in New York were executed and delivered in the city of Reading, Penna. The purchasers paid their money to the defendants at their offices, 530 Court street, Reading, Penna.” That the company was satisfied that it was necessary to register in Pennsylvania so as to authorize the doing or transacting of business here, is conclusively shown by its act in the registration on September 10, 1907. [114] If additional authorities are needed to sustain the conclusion of the learned trial judge, they may be found in Fertilizer Co. v. Kelly, 10 Pa. Superior Ct. 565; West Jersey Ice Mfg. Co. v. Armour & Company, 12 Pa. Superior Ct. 443; De La Vergne Co. v. Kolischer, 214 Pa. 400; Stephenson v. Dodson, 36 Pa. Superior Ct. 343, and Stoner v. Phillipi, 41 Pa. Superior Ct. 118. The assignments of error are overruled and the judgment is affirmed.