Quartette Music Co. v. Haygood

Cook, J., delivered the opinion of the court. Appellant, a Texas corporation, filed its declaration in the circuit court of Lee county against J. L. Hay-good and G-. W. Long, demanding judgment for two-hundred and twenty-five dollars and interest, evidenced by a promissory note signed by these defendants. To-this declaration defendants filed this plea, viz.: “Now comes the defendants in the above-styled cause, and for plea in their behalf say: That the debt sued for in this cause is not a legal and just demand, against, defendants, because the plaintiff, the Quartette Music Company, is a foreign corporation, incorporated under the laws of the state of Texas, and has not qualified to do business in the state of Mississippi, as is required by chapter 24 of the Code of 1906- of the state of Mississippi. That the consideration of said debt was for business done by said corporation, in the state of Mississippi, without first being qualified to do business in the state of Mississippi, as is required1 by law. A certificate of which hereto attached marked ‘A.’ And, by reason of same, defendant should not be required to-pay said sum, or any part thereof, and ask to be-discharged with their reasonable costs.” This plea was sworn to. Afterwards, by consent of the court, J. L. Haygood filed an amended plea as follows: “And now comes the defendant in the above-styled cause and for plea in this behalf say: That the debt sued for in this cause is not a legal, subsisting, and valid demand against defendants, because the plaintiff, the-Quartette Music Company, was at the time of the con [765] traction thereof and is now, a foreign corporation, incorporated under the laws of the state of Texas, and had1 not, at the time of the contraction of said debt, ■qualified to do business in the state of Mississippi, as is required by chapter 24 of the Code of 1906 of the state of Mississippi. That the note sued on was given to ■the Quartette Music Company, for a supposed balance of the amount due it by defendant J. L. Haygood, contracted in and about the business of the said Quartette Music Company, carried on in the city of Tupelo, Lee ■county, Mississippi, in the following manner: The said plaintiff had its domicile and main place of business at the city of Ft. Worth, state of Texas, and was engaged in the sale, among other things, of sheet music .and music in book form, and about the - day of -, 19 — , employed the defendant 3. L. Haygood to manage and conduct a branch house for it in said1 city of :Tupelo, and from the time of said employment, up to the time of the giving of said note, continuously kept on hand in the said city of Tupelo, for sale to the citizens ■of the state of Mississippi, and such other persons as ■desired to buy said sheet music and music in book form, a large stock of such goods, and the same was being ■constantly sold out and replenished by said plaintiff ■through and by defendant 3. L. Haygood, acting as its agent, up to the time of the giving of said note. That a certificate from Joseph Power, secretary of the state •of Mississippi, together with the seal of his said office attached, is hereto annexed, marked ‘Exhibit A,’ showing the failure of said Quartette Music Company to ■comply with chapter 24 of the Code of 1906 of the state •of Mississippi. And therefore the defendants say that said note was given for the purpose of setting up a business carried on in violation of the laws and public policy of the state of Mississippi, and is therefore void and un collectable. All of which defendants are ready to verify.” This plea was sworn to. [766] Exhibit A is as follows: “I, Joseph W. Power, secretary of state, in and for the state of Mississippi, do hereby certify that I am custodian of the records of all corporations, authorized, to do business, under the laws of the state of Mississippi, as provided by chapter 24 of the Code of 1906 of the' laws of said state. That I have made diligent search in my office for the records of qualification under said chapter of a corporation, known as ‘Quartette Music Companjq’ or ‘The Quartet Music Company,’ and 1 find, after making diligent search for same that no such corporation as either of the above-named has qualified or been authorized to do business in this state. “Signed with my hand and official seal this the 15th day of November, A. D. 1912. “Jos. W. Power, Secretary of State.” Appellant demurred to this plea in the words following, viz.: “The demurrer of the Quartette Music Company to the plea filed in this cause by J. L. Haygood and Gr. W. Long, defendants. The said plaintiff demurs to said' plea, and prays the judgment of the court if they shall make any further answer thereto; and they show the following causes of demurrer to said plea, to wit: First. Because the law under which said plea is interposed is unconstitutional. Second. Because said plea presents no defense known' to the law. Third. For other good, causes to be shown at the hearing of this demurrer. ’ ’ , The court overruled the demurrer, and plaintiff appeals. A long line of decisions of this court support the judgment of the learned trial judge. Section 935, Code of 1906, provides that: “Every. .. .corporation for profit incorporated under or by virtue of the laws of... .any other state----shall file in the office of the secretary of state a copy of its charter of incorporation.” [767] The statute further provides that: Any “foreign corporation which shall not file a copy of its charter or certificate or articles of incorporation .... shall be liable to a fine of not less than one hundred dollars.” In Bohn v. Lowery, 77 Miss. 427, 27 So. 605, this rule is approved: “Every contract made for, or about, any matter or thing which is prohibited and made unlawful by any statute, is a void contract though the statute itself does not mention that it shall be so, but only inflicts a penalty on the defaulter, because a penalty implies a prohibition, though there are no prohibitory words in the statute. ’ ’ There are some decisions in our books which apparently conflict with this rule, but they were all overruled by Woodson v. Hopkins, 85 Miss. 171, 37 So. 1000, 38 So. 298, 70 L. R. A. 645, 107 Am. St. Rep. 275. Affirmed.