American Hand-Sewed Shoe Co. v. O'Rourke

PER CURIAM. — The ground of defendant’s motion for judgment on the pleadings was that it appeared from the face of the complaint that plaintiff was a foreign corporation engaged in business in Silver Bow county, Montana, and had brought this suit to enforce a contract that was void because of plaintiff’s failure to comply with the provisions of the Civil Code of Montana, Division I, Part IY, Title XI, concerning foreign corporations, in that plaintiff had not filed in the office [532] of the secretary of state, or with the county clerk of Silver Bow county, a copy of its charter, or a certificate of consent to be sued in the courts of Montana, and had not designated a person in this state upon whom service of process could be made, etc. The appellant’s contention brings this case directly within the rule laid down in Zion Co-operative Mercantile Association v. Mayo, 22 Mont. 100, 55 Pac. 915, decided since the appeal herein was filed. The conclusion reached in the Zion Association Case was, generally, that in an action by a foreign corporation to enforce a domestic contract it is unnecessary for the plaintiff corporation to plead in its complaint compliance with the statutes of the state entitling it to do business within the state. Defendant may, by answer, set up plaintiff’s noncompliance with the statutes as a ground upon which the contract is void as to the corporation, and for the purpose of preventing the enforcement of the same in favor of the plaintiff corporation, and thus raise an issue; but without such a pleading on defendant’s part, the question of such noncompliance cannot be raised. The judgment is reversed, and the cause remanded. Reversed and remoulded.