Commercial National Bank v. Jordan

Citations

• 71 Fla. 566
• 71 So. 760

Syllabus

<p>1. Chapter 5717 Laws of Florida, 1907, entitled “An Act to Prescribe the Terms and Conditions upon which Foreign Corporations for Profit may Transact Business or Acquire, Hold or Dispose of Property in this State,” does not declare all (contracts, notes or other securities made by or on behalf of any foreign corporation in this State before it has complied with the statutory requirements to be absolutely void. The lgeislative purpose as appearing in such act being to render such contracts unenforceable in the hands of the corporation or its assigns, but enforceable against it or them.</p> <p>2. Section 4 of Chapter 5717 Laws of Florida, 1907, declaring every contract made by or on behalf of any foreign corporation affecting its liability or relation to property within the State before it shall have complied with the provisions of the Act to be void on its behalf and on behalf of its assigns, but shall be enforceable against it or them, does not expressly nor by necessary implication declare that a negotiable promissory note, taken by such corporation in a business transaction in this State before it had complied with the requirements of the statute, shall be void in the hands of a bona fide holder for value and without notice of the transaction of which such note formed a part.</p> <p>3. Where a negotiable promissory note taken by a foreign corporation in a business transaction in violation of the provisions of Chapter 5717 Laws of Florida, 1907, passes into the hands of an indorsee in good faith, without notice, before maturity and for value, it is not subject in his hands to such defenses as may have been available under the statute by the maker against the payee.</p>