Weiser Land Co. v. Bohrer

152 P. 869, 78 Or. 202, 1915 Ore. LEXIS 29

• Court: Oregon Supreme Court
• Decided: November 16, 1915
• Status: Published

Opinion

Mr. Justice McBride

delivered the opinion of the court.

1. The testimony as to whether plaintiff was doing-business in this state was largely extracted from its officers, who were necessarily unwilling witnesses; but we think that it sufficiently shows these facts: That the plaintiff corporation was organized in Weiser, Idaho, after plaintiff’s assignor had made the contract of purchase, and that the principal, if not sole, object of its organization, was to purchase, hold and dispose of the property in controversy. 'It is true that the corporate articles state:

“That the general nature of the business of this corporation shall be to buy, own, rent, lease, sell, trade, and deal in lands, real estate, mortgages, bonds, debentures, notes, and all manner of choses in action, to farm, cultivate, improve real estate, to buy, own, lease, and sell water and light plants, cold storage, ice and pumping plants and business; to own stocks in other corporations, to do a general real estate business, both as owner and as factor for others, to borrow and loan moneys, to execute, negotiate, assign, issue, put, take, receive and collect bills, notes, mortgages, 'and other securities, to pledge all and any of the corporate property, to secure any and all of the indebtedness of the corporation and secure its contracts, and generally to do and perform all acts and things and execute all papers, deeds, mortgages, contracts, and other instruments necessary and requisite to carry into effect the objects for which this corporation is formed.”

—and that its president declares that other business than the purchase of this land was contemplated, but there is not a syllable of testimony that any other business was ever done. It purchased the land, had its deed recorded in Oregon, gave a mortgage which was only effective in Oregon, leased the property under a contract that the share of grain it was to receive as rent should be divided upon the land, contracted to sell a portion of the land, and generally held and managed it as a resident owner would have done; the only difference being that the formal papers and contracts in respect to it were signed and executed in Idaho. It wa"s a holder of stocks in the Crystal District Improvement Company, an Oregon corporation, and of 38 of'the bonds'of said company, transferred by defendants to Coulter & Bradshaw and by them to plaintiff, and its representative appeared- at the meetings of the company in Oregon and voted this stock in behalf of plaintiff. It is clear that the lands were purchased and held by the plaintiff principally for the purpose of sale and not for cultivation. It was as much a landed proprietor in Oregon and managing the tract as such as any other dealer in or owner of such real estate. While it is true that operations in respect to the lands were directed from' across the line in Idaho, they were consummated in Oregon, and plaintiff is clearly within the reasoning of the cases of Johnson v. Seaborg, 69 Or. 27 (137 Pac. 191), and Hirschfeld v. McCullagh, 64 Or. 502 (127 Pac. 541, 130 Pac. 1131).

2. It is conceded that a single isolated instance of dealing is not within the statute: Commercial Bank v. Sherman, 28 Or. 573 (43 Pac. 658, 52 Am. St. Rep. 811); Barse Live Stock Co. v. Range Valley Cattle Co., 16 Utah, 59 (50 Pac. 630). But the present transaction is more than that. It was the evident intent of the plaintiff to engage in this state in the business of buying and selling in reference to this particular tract and to act as a landed proprietor in regard to it, and not only this, but to participate as a stockholder in the business of the Crystal District Improvement Company, whose object was to irrigate these and other lands.

3. The defendants did not waive the plea in abatement by afterward answering and pleading to the merits: Hirschfeld v. McCullagh, 64 Or. 502 (127 Pac. 541, 130 Pac. 1131).

The plea in abatement will be sustained and the suit dismissed. '

Suit Dismissed.