George M. Muller Manufacturing Co. v. First National Bank

57 So. 762, 176 Ala. 229, 1912 Ala. LEXIS 47

• Court: Supreme Court of Alabama
• Decided: February 8, 1912
• Status: Published

Opinion

ANDERSON, J.

A foreign corporation which has not complied with the requirements of sections 3642 and 3644 of the Code of 1907 is prohibited from doing a. single act of business in this state, if done in the exercise of its corporate function, and said corporation cannot sue in this state until it has put itself in a position to be sued therein by complying Avith said sections of the code. — Ala. Western Ry. v. Talley-Bates & Co., 162 Ala. 396, 50 South. 341; Sullivan v. Timber Co., 103 Ala. 371, 15 South. 941, 25 L. R. A. 543; Farrior v. New Eng. Mtg. Co., 88 Ala. 275, 7 South. 200; American Amusement Co. v. East Lake Co., 174 Ala. 526, 56 South. 961.

If a bill filed by a foreign corporation shoAVS upon its face that it did business in this state, and upon which the relief sought is predicated, it should aver a compliance Avith the Constitution and statutes of this' state before entering upon or engaging in said business, and which is a condition precedent to relief, and the bill is demurrable if it omits this essential averment.— Christian v. Am. Freehold Mtg. Co., 89 Ala. 198, 7 South. 427; Farrior v. New Eng. Mtg. Co., supra. Indeed, counsel for appellant concede the correctness of this rule, but contend that it has no application to the case at bar, for the reason that the bill does not show such a doing of business as is contemplated by the statute — that there Avas merely a sale of material to be delivered to respondent and placed in its banking house by the complainant. The contract shows more than an ordinary sale, and in its entirety covers the furnishing of material and the erection of same in a specified manner, as well as many other acts, such as the construction of brick wall, wainscoting, tinting, and the doing of divers things, in addition to supplying the material, and therefore includes the doing of business in this state as previously defined by this court. - — American Amusement Co. v. East Lake Co., supra; Beard’s Case, 71 Ala. 60.

These statutes were enacted to give force and effect to section 232 of the Constitution of 1901, and were intended as a police protection to the property interests of the citizens of the state, and the enforcement of same' by the courts of the land is imperative, notwithstanding the result, in some instances, may appear horrible and be abhorent to the judicial conscience.

The decree of the chancery court must be affirmed.

Affirmed.

All the Justices concur.