Secretary of State v. National Salt Co. , 126 Mich. 644 ( 1901 )

Grant, J.

The respondent is a corporation organized under the laws of New Jersey. It had paid its franchise fee, — $6,000,—as required by section 8574, 3 Comp. Laws 1897. Relator filed his petition in the court below for a writ of mandamus to compel the respondent to file its articles of association, and a resolution designating a resident agent in this State, under section 7072, 2 Comp. Laws 1897. The court below denied the writ.

Mandamus is not the proper remedy. The courts cannot compel parties by mandamus to comply with any of the provisions which the statutes require as conditions precedent to the right to transact business. The respondent may prefer to do no business, if required to comply with the terms which the relator claims the law imposes upon it. If it chooses to do business without compliance with the law, it does it at its risk, and is subject to a suit by quo warranto, or to pay the penalty provided by the law, as was done in Rough v. Breitung, 117 Mich. 48 (75 N. W. 147). If the order should be made, how would this court enforce it ? If by proceedings for contempt, the respondent might show that it had gone out of business. The only proper remedy is by quo warranto, or by an action for violation of the statute, if any penalty is provided.

Judgment affirmed.

The other Justices concurred.