Sigua Iron Co. v. Vandervort

Per Curiam,

Plaintiff company’s statement of claim, verified by the affidavit of its president, presents a good cause of action, entitling it.to judgment unless a valid defence has been interposed. Without expressly traversing or denying either of the material averments of fact contained in said statement, the defendant avers : “ That plaintiff is a corporation of West Virginia, and was at the time of the alleged sale or contract, and issuing of stock, in the city of Philadelphia, state of Pennsylvania, attempting to carry on business in this state, although it had not, .as such foreign corporation, filed in the office of the secretaiy of this commonwealth under the seal of said corporation, and signed by its president and secretary, a statement, showing the title and object of said corporation, the location of its office or offices, and name or names of its authorized agents, or any certificate whatsoever, nor has it done so up to this time, as required by the act of June 9, 1881.”

For aught that sufficiently appears in this or any other part of the affidavit of defence, defendant may have purchased the one hundred shares of stock in question from some one in the state of West Virginia. The second paragraph, from which the above sentence is quoted, commences with the averment: “ That it is not true that any contract for the sale of said stock to defendant, or for the purchase thereof bjr defendant, which is binding, valid or of any force or effect in law, was made as alleged by plaintiff,- or that any valid or legal issue of stock was made by plaintiff to defendant as alleged.” This is a mere legal conclusion, and not an averment of facts from which a legal conclusion may be drawn by the court. This remark is applicable to the concluding sentence of the same paragraph.

In any view that can be propeidy taken of the affidavit of defence, it is not a sufficient answer to plaintiff’s statement; and hence there was no error in making the rule for judgment, etc., absolute.

Judgment affirmed.