Empire Mills v. Alston Grocery Co.

4 Willson 346

• Court: Court of Appeals of Texas
• Decided: January 17, 1891
• Docket: No. 2983
• Status: Published

Opinions

Opinion by

Willson, J.

§ 221. Foreign corporation; liability of as a copartnership; when such corporation is 'invalid in this state; comity of states; case stated. Appellant sued appellee to recover an alleged indebtedness. Appellant alleged that appellee company was a copartnership firm composed of several individuals, naming them. Appellees > denied the copartnership under oath. In a supplemental petition appellant alleged that said company had obtained a charter from the state of Iowa authorizing it to do a mercantile business in the state of Texas; that said charter was not authorized by the laws of Texas, and operated as a fraud upon said laws, etc.; and that appellees were in fact and in law a copartnership, and liable as such. A general demurrer to said supplemental petition was sustained, and this ruling of the court was, we think, erroneous. It was made to appear on the trial, as alleged in said supplemental petition, that appellees’ company was doing a mercantile business in Dallas, Texas, under said Iowa charter, and in the course of said business contracted the indebtedness sued for herein; that said charter was obtained in Iowa because the laws of Texas did not permit such a corporation, and was obtained in order to evade the laws of Texas. We are of the opinion that said charter, in so far as it was intended to operate in said state, is absolutely void, and that in conducting said business appellees were in fact and in law copartners, and not a corporation, and that the court erred in rendering judgment for appellee.

January 17, 1891. (Overruled February 25, 1891.)

Reversed and remanded.