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Statement of the Case.
ALLEN v. ALLEGHANY COMPANY.
196 U. S.
ERROR TO THE SUPREME COURT OF THE STATE OF NEW JERSEY.
No. 119. Argued January 11, 1905. Decided February 20, 1905.
The mere construction by a state court of a statute of another State and its operation elsewhere, without questioning its validity, does not necessarily involve. a Federal question, or deny to the statute the full faith and credit demanded by 709, Rev. Stat., in order to give this court jurisdiction to review.
The statutes of New York and Pennsylvania prohibit foreign corporations from doing business in those States respectively unless certain specified conditions are complied with. In an action in New Jersey the state court held that contracts made in New York and Pennsylvania by a corporation which had not complied with the statutes of either State were not ipso facto void and might be enforced in New Jersey. On writ of error Held that
The writ must be dismissed as the validity of the New York and Pennsylvania statutes was not denied but the case turned only upon their construction and the effect to be given them in another State.
Whether, aside from a Federal question, the courts of one State should have sustained the action upon principles of comity between the States is a matter within the exclusive jurisdiction of the state court.
THIS was a suit begun in the Supreme Court of New Jersey by the Alleghany Company, to recover the amount due upon a promissory note dated at New York, July 16, 1900, given by the plaintiffs in error, under the firm name of I. N. E. Allen & Co., for $1,989.54, upon which payments amounting to $1,000 were endorsed. The declaration was upon the common counts, but annexed was a copy of the note, with a notice that the action was brought to recover the amount due thereon. The defendants pleaded four several pleas:
1. General issue.
2. That the note was executed and delivered in the State of New York to the plaintiff company, a business corporation created under the laws of North Carolina. That when said note was executed and delivered it was provided by the statute of the State of New York that:
"No foreign corporation shall do business in this State without having first procured from the Secretary of State a certificate that it has complied with all the requirements of law to authorize it to do business in this State, and that the business of the corporation to be carried on in this State is such as may be lawfully carried on by a corporation incorporated under the laws of this State. No foreign stock corporation doing business in this State shall maintain any action in this State, upon any contract made by it in this State until it shall have procured such certificate."
The plea further averred that at the time of the making of the note the plaintiff was a business stock corporation, foreign to the State of New York, and had not theretofore procured from the Secretary of State a certificate that it had complied with all the requirements of the law to authorize it to do business within the State, and that the business of said plaintiff was such as might be lawfully carried on by a corporation incorporated under the laws of said State for such or similar business, according to the form of the statute of New York in such case made and provided.
3. The third plea sets out that the note was made and executed in the State of Pennsylvania to the plaintiff company, a foreign corporation created under the laws of North Carolina.
That when said note was executed and delivered it was provided by the State of Pennsylvania that—
"1. No foreign corporation shall do any business in this Commonwealth until said corporation shall have established an office or offices and appointed an agent or agents for the transaction of its business therein. 2. It shall not be lawful for any such corporation to do any business in this Commonwealth, until it shall have filed in the office of the Secretary of the Commonwealth a statement under the seal of said corporation, and signed by the president or secretary thereof, showing the title and object of said corporation, the location of its office or offices, and the name or names of its authorized
Argument for Plaintiffs in Error.
agent or agents therein; and the certificate of the Secretary of the Commonwealth, under the seal of the Commonwealth, of the filing of such statement shall be preserved for public inspection by each of said agents in each and every of said offices. 3. Any person or persons, agents, officers or employés of any such foreign corporation, who shall transact any business within this Commonwealth for any such foreign corporation, without the provisions of this act being complied with, shall be guilty of a misdemeanor, and upon conviction thereof shall be punished by imprisonment, not exceeding thirty days, and by a fine not exceeding one thousand dollars, or either, at the discretion of the court trying the same."
The plea further averred that at the making of the note the plaintiff was a corporation foreign to the said Commonwealth, and had not theretofore filed in the office of the Secretary a statement showing the title and object of said plaintiff, the location of its office, and the name of its authorized agent therein, according to the form of said statute; yet notwithstanding the premises, the plaintiff at the time of the making of the said note did business in the said Commonwealth of Pennsylvania, contrary to the form of the said statute.
196 U. S.
The plaintiff demurred to the second and third pleas, and the demurrer being overruled, the cause was sent down to the Circuit Court of Hudson County for trial on an issue of fact raised by the fourth plea, which is not material here.
The trial judge there directed a verdict for the plaintiff, and upon appeal to the Court of Errors and Appeals of New Jersey the judgment of the lower court was affirmed. 69 N. J. Law, 270.
Mr. Alexander S. Bacon for plaintiffs in error, cited in support of the jurisdiction: Finney v. Guy, 189 U. S. 335; Manley v. Park, 187 U. S. 547; Chicago &c. R. R. v. Ferry Co., 119 U. S. 615; United States v. Alger, 152 U. S. 384, distinguished; Johnson v. N. Y. Life Ins. Co., 187 U. S. 491; and as to comity Hilton v. Guyot, 159 U. S. 113; Snashall v. Met. R. R. Co., 12
196 U. S.
Argument for Defendant in Error.
D. C. App. 319; 22 Am. & Eng. Ency. Law, 2d ed., 1319; Brently v. Whittemore, 4 C. E. Green Eq. 462; Watson v. Murray, 8 C. E. Green, 257; Story on Conflict of Law, § 243; Hoyt v. Thompson, 5 N. Y. 320, 340; Manufacturing Co. v. Truxton, 44 Atl. Rep. 430, and cases cited; Bank v. McLeod, 38 Ohio St. 174.
Mr. James A. Gordon for defendant in error:
This court has no jurisdiction. Full faith and credit were given by the New Jersey court to the statutes of the States of New York and Pennsylvania. The case turned upon the construction of these statutes. Their validity was not called in question. Johnson v. N. Y. Life Ins. Co., 187 U. S. 491; Bauholzer v. N. Y. Life Ins. Co., 178 U. S. 402; Lloyd v. Matthews, 155 U. S. 222; Glen v. Garth, 147 U. S. 360.
Under the New York statute, a contract made in New York by a foreign corporation, not complying with the provisions of the act, cannot be enforced in that State, but the statute does not make the contract void, or prevent its enforcement in any other court.
The New Jersey court fully considered this statute and construed it after referring to the decisions of the New York Court of Appeals and other decisions which seemed in point, and which are cited in the opinion of the Court of Errors.
See cases cited in the opinion and Fritz v. Palmer, 132. U. S. 282. Whether the state court construed the statute correctly is not subject to review in this court.
The third plea, which sets up the Pennsylvania statutes, fails to allege that the note upon which this suit is founded had any connection with business unlawfully transacted in Pennsylvania, within the meaning of the statute, and for this reason the New Jersey court sustained the demurrer to this plea.
The Court of Errors gave the Pennsylvania statute the same construction given to it by the Pennsylvania courts, but decided that the plea did not contain sufficient allegations of fact to bring the note in suit, within the prohibition of the statute.
Opinion of the Court.
The decision of the New Jersey court was correct, but on this question of pleading, the decision of the state court is not reviewable in this court.
196 U. S.
The statutes pleaded have no extra territorial effect, except upon principles of comity; and the plaintiffs in error, on the argument before the New Jersey Supreme Court, having disclaimed that the principles of comity were involved in the case, cannot now rely upon them.
MR. JUSTICE BROWN, after making the foregoing statement, delivered the opinion of the court.
The defendants, plaintiffs in error here, pleaded that the note upon which suit was brought was executed in the Stateof New York, and that under the laws of that State no foreign corporation could do business there without a certificate of the Secretary of State that it had complied with all the requirements of law to authorize it to do business there; and that no such corporation could maintain any action in that State unless, prior to the making of such contract, it had procured such certificate; that plaintiff was a foreign corporation within the meaning of the law, and had not procured a certificate.
The third plea was similar in terms, averring the note to have been made in Pennsylvania, whose statutes provided. that foreign corporations should do no' business in the State without filing a certain statement in the Secretary's office and. procuring the certificate of the Secretary of the Commonwealth, and further providing that the agent of any foreign corporation transacting business within the State, without complying with the provisions of the law, should be deemed guilty of a misdemeanor. The plea also averred non-compliance with those provisions.
Both the Supreme Court and the Court of Errors and Appeals held that a contract made in contravention of these statutory regulations, though not enforcible in the courts of