The Anaconda standard. [volume] (Anaconda, Mont.) 1889-1970, 1899-10-25
1T REQUIRES
BUT ONE FILING
An Important Decision by the State Su-
preme Court Relating to Foreign
Corporations.
Special Dispatch to the Standard.

opel.'ti l)iSpalCu 10 the
Helena, Oct. 24.--The supreme court
| to-day rendered a decision that lays
down the doctrine of the court rela-
| tive to the number of times a foreign
| corporation doing business in the state
must file its articles of Incorporation
| to carry on business in the several
counties Of the state. The case that
| called forth the decision was appealed
| from Missoula county and was enti-
] tied the Manhattan Trust company
against Smith. Davis and others. 1t
| appears that the defendant Davis and
his wife obtained in November. 1892,
from the Northwestern Guaranty Loan
company of Minneapolis the sum of
81, 800 on a real estate mortgage On
the 9th of November the mortgage
transferred the note by Endorsement to
the Manhattan Trust company of New
York. as trustee. In June. 1896, the
latter company instituted suit in the
district court of Missoula county to en-
force its claim for foreclosure of the
mortgage made by the Davises. The
defendants demurred to the complaint
upon the ground that it failed 70 show
that the Northwestern Guaranty 70 an
company had complied with the foreign
corporation laws of the state at the
time it made its loan to deftndaE.s,
because it had no. filed the necessary
papers with the clerk of Missoda
murrer, and, after trial. found in IA
vor Of the plaintiff company. Defend
ants appealed.
The question before the court for de-
cision was whether a foreign corpora
ton doing business in this state under
the compiled laws of 1887 had COM
piled with the law when the cerrlfi-
Gates and statements required to be
filed had been filed with the secretary
of state and the county clerk Of the
county where the corporations pr!aci-
pal place of business was located, or
whether it was necessary for these "a
pers to be filed in every county in the
state where the corporation was likely
to do business.
The Northwestern Guaranty Loan
company had filed the necessary pa
pers with the secretary of state and
the clerk of Lewis and Clarke coun-
ty. but had not done so with the re-
corder Of Missoula county. The de.
PENDANTS contended that by reason of
its failure to do so the contract of
mortgage entered into between them
and the loan company was void, and
they were absolved from paying what
was justly due.
In the opinion by Justice Hunt the
court holds that the statute only re-
quires one filing with the secretary of
state and one filing with the clerk of
the county wherein the foreign corpor-
alton intends to carry ON business;
mo subsequent filings are provided for,
nor are subsequent acts to be done as
condition precedent to the right to
do business" said the court. "Tais
being true, the law has made no nro-
| vision at all for the extension of a
| corporations business, but if appel
| lant's argument is sound a corpora
| ton could never extend its business
| beyond single county it contemplated
| doing business in when it came into
the state unless at the time it filed
its papers with the secretary of state
| it also filed like papers with every
county recorder in the several coun
ties of the state where it's business
! might extend to- We do not believe
| the legislature contemplated any such
| policy, for had they done so they could
| easily have said that the papers pro-
| vided for should be filed in every coun-
| ty in which the corporation intended to
! do business or into which it might pos
| sibly thereafter extend its business"
| The court also says: Regulation is
| the primary policy of the legislation.
! and so make such regulations effect
| i've. the penalties were imposed. But
! it never was intended that the statute
| could be easily invoked to prevent the
| enforcement of contract which every
| principle of justice demands shall be
| upheld If the law has been substan-
TALLY complied with by the foreign cor
| porat!on."
| The judgment is affirmed.