Decorators Supply Co. v. Chaussee

Brooke, J. The plaintiff is a foreign corporation, not licensed to do business in Michigan under Act No. 310, Pub. Acts 1907 (2 Comp. Laws 1915, § 9063 et seq.), and acts amendatory thereto. It entered into a contract with the defendant, by the terms of which it agreed to furnish to defendant certain ornamental plaster work, to be used in the high school building at Sault Ste. Marie, Michigan. By the terms of the contract, the material described was to be “furnished, delivered and set in place by us. All plain run covés by another contractor.” The contract was later modified so that, “instead of stock cornices in the entrance and vestibule these cornices were run in place; instead of a stock proscenium in the study room this cornice was run in place; instead of stock mouldings on the walls and ceilings of the museum these were run in place.” This modification of the contract was adopted after the original contract was made, but before the material was made up. The factory cost of the material used was approximately $325 and the cost of erection about $148. One local man was used to assist the factory representative in the erection of the material. The record discloses that there are concerns, in at least two or three cities in Michigan furnishing ornamental plaster work in competition with the plaintiff; and it is apparent that there are mechanics in the State entirely competent to erect such material. We think it is equally apparent that there is no such “intrinsic or peculiar quality or inherent complexity” in the article sold in the case at bar as would prevent its sale unless erected by the vendor. The question here.involved has been before the court several times in recent years, and a rediscussion of it [304] will serve no good purpose. Power Specialty Co. v. Michigan Power Co., 190 Mich. 699; Sturtevant Co. v. Leitelt Iron Works, 196 Mich. 552. In both of these cases the case of Browning v. City of Waycross, 233 U. S. 16 (34 Sup. Ct. Rep. 578), is cited and discussed; and. the cases were determined largely upon that authority. Since the decision of the cases above referred to, the Supreme Court of the United States has had the question before it in two other cases, General Railway Signal Co. v. Virginia, 246 U. S. 500 (38 Sup. Ct. Rep. 360), and York Manufacturing Co. v. Colley, 247 U. S. 21 (38 Sup. Ct. Rep. 430). An examination of these later decisions convinces us that there has been no modification of the doctrine announced in the Way-cross Case. The circuit judge was correct in holding that the plaintiff cannot succeed because it was an undomesticated foreign corporation, engaged in intrastate business. The judgment is affirmed. Moore, C. J., and Steere, Fellows, Stone, Clark, Bird, and Sharpe, JJ., concurred.