Henderson Woolen Mills v. Edwards

ELLISON, J. This is an action on an account for goods, wares and merchandise charged to have been sold and [450] delivered to defendant. The verdict and judgment in tlie trial court was for plaintiff. Plaintiff is a corporation organized in and resident of the state of Kentucky. Defendant was the owner of a store in the town of California, at some distance from where he resides. He placed such store in the charge and management of one Marks. Afterwards, Marks ordered the goods in controversy of the plaintiff which shipped them out to defendant and they were received by Marks and placed in the general stock. Before the goods were received defendant with his son and Marks, organized the store into a corporation and the goods in controversy, along with the balance of the stock, went into the corporation. The first jioint made is that plaintiff can not recover for the reason that, being a nonresident corporation and not having obtained a certificate or license from the secretary of state to do business in this state, as required by our laws, its contract of sale of the goods in controversy is void. The case of Erhardt v. Robertson Bros., 78 Mo. App. 406, is cited in support of this point. Wo think the cause by no means sustains the point. That case was where a foreign corporation establishes itself: in business in this state and becomes, so to speak, a resident foreign corporation. This case is simply where a foreign corporation exercises its undoubted right, to sell its property to citizens of this state and falls under the authority of Blevins v. Fairley, 71 Mo. App. 259. The remaining points in the case relate practically to questions of fact and the jury having determined them in plaintiff’s favor we are bound by the result, there being evidence in the cause having a tendency to support the verdict. It was not error to admit the letters in evidence which were signed by defendant and by Marks for him. Marks was the general manager of the store on whom defendant states he depended almost entirely. Indeed, defendant was [451] not in the same town and necessarily liad to depend upon Marks. Defendant, in effect, so states here in his brief. Marks undoubtedly had anthority to purchase the goods. And this is also practically admitted here in the printed statement; though'it is contended that he had no authority to deal with a corporation which had not complied with the law. If the goods were ordered by defendant’s general manager before the incorporation, then defendant is liable, although they may not have been received until after the incorporation. The fact that defendant, or his manager, turned said goods into the corporation does not release defendant from an obligation contracted prior to the incorporation. "We regard the instructions for plaintiff as applicable to the case and justified by the law. Nor do we see any, legal ground for defendant’s objection to the depositions. The case as presented here by defendant bimself sliows that from a legal standpoint no other result can follow than the one which was arrived at in the trial. It discloses a strong belief in the moral strength of his case looked at from that standpoint. Bui talcing the case as presented from a legal standpoint, and no other result can be reached. The judgment will be affirmed. Smith, P. J., concurs; Gill, J., absent.