Model Heating Co. v. Magarity

Citations

• 25 Del. 459
• 81 A. 394
• 2 Boyce 459
• 1911 Del. LEXIS 67

Syllabus

<p>1. Pleading — Plea in Abatement — Authority of Foreign Corporation to Sue.</p> <p>The question whether a contract made within the state by an agent of a foreign corporation, which has not complied with the laws of the state, can be enforced, is properly raised by a plea in abatement.</p> <p>2. Corporations — Foreign Corporations — Contracts—Validity.</p> <p>Under Const. 1897, art. 9, § 5, providing that no foreign corporation shall do any business in the state, through or by branch offices, agents, or representatives located in the state, without having an authorized agent or agents on whom process may be served, and Act March 23rd, 1903 (22 Del. Lams, c. 395), making it unlawful for any corporation created by the laws of any other state or by the laws of the United States to do business in the state, through or by branch offices, agents, or representatives located in the state, until it shall have filed a certified copy of its charter, and the name of its authorized agent in the state, with a sworn statement of its assets and liabilities, and paid fifty dollars to the Secretary of State for the use of the state, and imposing penalties on the corporation and its agents violating the provision, a contract of sale by a foreign corporation, which has not complied with the provisions, through an agent located in the state, can nevertheless be enforced against the purchaser, who retains the benefits of the contract.</p> <p>3. Constitutional Law — Construction and Operation — Self-Executing Provisions.</p> <p>Const. 1897, art. 9, § 5, providing that no foreign corporations shall do any business in the state through or by branch offices, agents, or representatives located in the state, without having an authorized agent or agents on whom legal process may be served, is not effective, independent of statutes passed, pursuant thereto, to deprive a foreign corporation, which has not complied therewith, of the right to enforce a contract against a purchaser who retains the