Bachrack Bros. v. Zura ( 1932 )

CHURCHILL, J.

Heard on demurrer to plea in abatement.

From the pleadings it appears that the plaintiff is a foreign corporation and is the holder of a promissory note made at Providence to the order of Benjamin Bachrack, and by him endorsed and transferred to the plaintiff, the holder in due course, who has brought suit against the makers.

The plea sets up non-compliance with Chapter 248, Sec. 65, Gen. Laws 1923.

That statute provides that every foreign corporation as a condition precedent to enforcing “any contract made within this state” shall pay to the general treasurer a fee, file a written power of attorney, and take certain other steps prescribed by the act.

Confessedly the contract sued on here was made within the state and its enforcement is now sought in this Court by a foreign corporation which has not complied with the statute.

The plaintiff argues that it is doing business in this state and that in such a situation it is entitled to sue.

For plaintiff: H. J. Aisenberg. For defendant: Atwood, Remington, Thomas & Levy.

Both the language of the act and statutory history make the argument untenable. The act is in the disjunct tive and is clear, imperative and sweeping in character with no exception to its application.

The previous statute, Chap. 253, Sec. 86, Gen. Laws 1897, did not contain the provision in respect to enforcing contracts made within this state.

Garratt Ford vs. Vermont Mfg. Co., 20 R. I. 187.

Following this decision, Chap. 980 of the Public Laws was enacted in substantially the same form as the act is now embodied in Chap. 248, Gen. Laws 1923.

Some comment was made on the hardships imposed on foreign corporate holders of negotiable paper under the act. Whatever may be the situation in this respect, it cannot avail as an argument in the face of an imperative statute. The Court would not be warranted in creating an exception where the legislative intent is as clear as it is here expressed.

Demurrer overruled.