Kelley v. Rice-Blake Lumber Co.

Barker, J. We are of opinion that when the attachment was made, as well as when the insolvency proceedings were [30] bpgun, the defendant corporation was so “subject to tbe provisions of chapter three hundred and thirty of the Acts of the year one thousand eight hundred and eighty-four,” within the meaning of St. 1890, c. 321, § 1, that it could take the benefit of our insolvency laws. If the Legislature had intended to provide that only such foreign corporations as had complied with the St. of 1884 could make a petition in our insolvency courts, it would have said so. The statute of 1884 applies in terms to every foreign corporation “ having a usual place .of business in this Commonwealth,” except foreign insurance companies. St. 1884, c. 330, §§ 1, 4. It directs all such corporations, before doing business here, to do certain acts, and failure of the corporation to comply subjects every officer and agent who transacts business here as such, to a heavy penalty,- with the proviso that such failure “ shall not affect the validity of any contract by or with such corporation.” St. 1884, c. 330, § 3. See C. B. Rogers Co. v. Simmons, 155 Mass. 259. The directions are addressed to the corporation, and not to its officers or agents, and the fact that the corporation’s failure to comply subjects officers and agents to a penalty shows clearly enough that the corporation is subject to the provisions of the statute. The mischief aimed at by St. 1890, c. 321, was the want of power to deal in insolvency with property situated here belonging to foreign corporations doing business here. There is no reason why such a corporation, which has not appointed an attorney here nor filed the required copies and statements, should not be allowed to proceed in insolvency equally with foreign corporations who have complied with the statute. The purpose is not to favor foreign corporations, but to benefit our own citizens. Both this purpose and the language of St. 1890, c. 321, require the construction which we give. In the present case it is unnecessary to consider either what would have been the effect of insolvency proceedings if the defendant corporation had not been subject to St. 1890, c. 321, until it complied with St. 1884, c. 330, or whether a petition in insolvency can be brought against a foreign corporation which has not complied with that statute. Judgment discharging trustee affirmed.