Street Railway Advertising Co. v. Lavo Co. of America

The following opinion was filed May 6, 1924: Eschweiler, J. By sub. 2, sec. 1770b, Stats. 1921, the plaintiff as a foreign corporation was not permitted to transact business in this state because'of its failure to have complied with the required provisions of the same section as to filing a copy of its articles. By sub. 10, sec. 1770b, every contract made by .or on behalf of such foreign corporation affecting the personal liability thereof before it shall have so complied with that law shall be wholly void on its behalf but enforceable against it. The plaintiff in this case has obtained a judgment for damages for breach of a contract under which it, and none other, undertook to render all the services agreed to be performed. No reference is made in contract or complaint to the other corporation which might have made a valid contract. By the contract the defendant was expressly prohibited from assigning or subletting any privileges on its part and no provision made by which the plaintiff might assign or sublet on its part. While undoubtedly the plaintiff might employ agents to carry out the business it undertook to transact, yet such business would be done for it as the principal nevertheless. It was to the plaintiff, as principal, that the defendant made its payment for the services prior to August, and it is as principal that the plaintiff now seeks to recover. If such an arrangement be upheld, it offers a very easy method of evading the statute. The agreed compensation was for services to be rendered and business transacted within the state of Wisconsin, and the contract was squarely within the statute and void. This disposition of the case is clearly supported by former rulings in this court and elsewhere. In Phœnix N. Co. v. [399] Trostel, 166 Wis. 215, 164 N. W. 995, an agreement by a foreign corporation to ship into this state and here plant and replace shrubs and trees was held to be, even though involving the shipment of the articles from without the state, nevertheless the carrying on of local business and within the condemnation of the statute. Also, in Independent Tug Line v. Lake Superior L. & B. Co. 146 Wis. 121, 131 N. W. 408, it was held that a contract for the towing of logs on Lake Superior between two points in the state of Wisconsin was a void contract. In Southwestern S. Co. v. Stephens, 139 Wis. 616, 120 N. W. 408, the sale by the plaintiff (a foreign corporation) of its own stock was such local business as to make the contract void. So, also, in Browning v. Waycross, 233 U. S. 16, 34 Sup. Ct. 578, a contract involving the fixing of lightning rods. In General R. S. Co. v. Virginia, 246 U. S. 500, 38 Sup. Ct. 360, it was held that a foreign corporation bringing material, supplies, and machinery from without the state, but permanently attaching them to the soil and requiring local labor and materials, was not performing interstate commerce and was subject to the licensing power of the state. Imperial C. Co. v. Jacob, 163 Mich. 72, 127 N. W. 772, held that a contract obtained by a foreign corporation for the placing of advertisements on theater curtains and the display thereof for a period of time was of a local character and void under a similar statute. Nernst L. Co. v. Conrad, 165 Mich. 604, 131 N. W. 120, took the same view as to the sale of electric lamps and subsequently maintaining them. Rex Beach P. Co. v. Harry I. Garson Productions, 209 Mich. 692, 177 N. W. 254, held a contract void that was for the showing of motion pictures, although supporting a tort action of replevin for the films. Plaintiff seeks to support the judgment upon the decision in Ward v. American H. F. Co. 119 Wis. 12, 96 N. W. 388. That, however, was a contract by a copartnership of New [400] York with a Wisconsin corporation to place the advertising cards of the latter in street cars in Brooklyn and New York and did not involve this statute. The contract, therefore, should have been held void because, of noncompliance by the plaintiff with sub. 2, sec. 1770b, Stats., and no recovery allowed. By the Court. — Judgment reversed, and the cause remanded with directions to dismiss the complaint. A motion for a rehearing was denied, with $25 costs, on October 14, 1924.