Northwest Thrasher Co. v. Riggs

The opinion of the court was delivered by Graves, J.: This action was dismissed because it was commenced .in violation of section 1283 of the General Statutes of 1901, which prescribes certain duties to be performed by foreign corporations before they will be permitted to do business in the state. The statute contains a provision imposing a penalty for non-compliance with its requirements, which reads: “No action shall be maintained or recovery had in any of the courts of this state by any corporation doing business in this state without first obtaining the certificate of the secretary of state that statements provided for in this section have been properly made.” (Gen. Stat. 1901, § 1283.) The Minnesota Thrasher Manufacturing Company, the payee of the notes mentioned in the petition, never [521] complied with this law, and for that reason could not maintain this action to enforce payment of the notes. Therefore it is urged that no other holder- can prosecute such an action. We cannot consent to this proposition. The notes, even if taken in violation of this statute, which does not clearly appear, are not void. They constitute a valid contract between the parties, and may be enforced in any proper tribunal. (The State v. Book Co., 69 Kan. 1, 76 Pac. 411, 1 L. R. A., n. s., 1041; Hamilton v. Reeves & Co., 69 Kan. 844, 76 Pac. 418.) The payee is not a party to this action — it parted with all of its rights to the notes at Stillwater, Minn., to a purchaser in good faith, and for full value. It is not suggested by the testimony that the transfer of the notes was colorable only, and made for the purpose of evading the law. On the contrary, the transfer appears to have, been made bona fide, and as an incident to the sale of the entire assets and business of the Minnesota Thrasher Manufacturing Company. The plaintiff, being the owner of the notes, and having fully complied with the law, thereby acquiring the right to conduct its business in this state, should not be deprived of the right to maintain actions in the courts of this state. The judgment is reversed, with directions to proceed in accordance with the views herein expressed.