The Federal Reporter with Key-Number Annotations, Volume 250: Cases Argued and Determined in the Circuit Courts of Appeals and District Courts of the United States, August-October, 1918. Page: 46
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250 FEDERAL REPORTER
this chapter, shall be liable to a fine of not less than $100." The ques-
tion arises as to whether or not the Smith Company was "doing busi-
ness" in the sense in which these words were used in the statutes of
Mississippi. The Smith Company conducted its business from an of-
fice in Philadelphia. The transactions in Mississippi arose out of con-
tracts made by the concern for the sale of linters to be used in Delaware
and elsewhere. The purchases by it to fulfill its contracts were primari-
ly from Crawford. The necessity for securing the required linters,
which could not be satisfactorily met by Crawford, resulted in purchas-
es from other sources in Mississippi and adjoining states, and the con-
centration at Meridian in warehouses for bleaching at the mill of Craw-
ford. The loan to Crawford arose out of these transactions. The
transactions were scarcely of a kind in contemplation by the Legisla-
ture in the enactment of the cited laws.
If they were of a kind intended to be covered by the legislation, the
intention could not be effective on account of the interstate character
of the business. International, etc,, Co. v. Pigg, 217 U. S. 91, 30 Sup.
Ct. 481, 54 L. Ed. 678, 27 L. R. A. (N. S.) 493, 18 Ann. Cas. 1103.
The statute of Mississippi requires the filing of the charter of foreign
corporations, and provides for a small fine for a failure to file the char-
ter. The law does not declare that a contract entered into by a cor-
poration which has failed to file its charter shall be void or otherwise
affected. It undertakes to impose a duty upon a foreign corporation
doing business within the state, and indicates the consequences to flow
from a failure to perform. It is not an additional consequence of such
a failure that the corporation shall lose all of the money which it may
loan or otherwise use in the conduct of business within the state.
Appellants rely upon the case of Denson v. Chattanooga Natl. Bldg.
& Loan Ass'n, 107 Fed. 777, 46 C. C. A. 634, decided by this court.
The language of the Constitution of Alabama and statutes of that
state is very much stronger than that of the statute of Mississippi.
The law of Alabama renders it unlawful for any corporation to trans-
act any business in the state before naming an agent, and renders it
unlawful for any person to act as agent without compliance with its
terms. In the case cited the Building & Loan Association whose con-
tract was under attack was clearly doing business within the state, and
doing business without having complied with the laws of the state.
Even if the Smith Company were doing business in the state of Mis-
sissippi under conditions requiring the filing of its charter and the
doing of other things indicated by its statutes, the transaction be-
tween it and Crawford would not come under the terms of the law,
and would not be affected by the failure of the company to do those
things which are prerequisite to legally doing business within the
state. When a foreign corporation is doing business within a state,
and subjects itself, so far as such business is concerned, to the laws of
the state, or is doing business within the state, and as to such business
fails to comply with the law, neither circumstance will affect its rights
with reference to interstate business. The recital of facts heretofore
made, and which will hereafter be more fully developed, indicates the
strictly interstate character of the transaction between the Smith Com-
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The Federal Reporter with Key-Number Annotations, Volume 250: Cases Argued and Determined in the Circuit Courts of Appeals and District Courts of the United States, August-October, 1918., legislative document, 1918; Saint Paul, Minnesota. (digital.library.unt.edu/ark:/67531/metadc38821/m1/61/: accessed February 20, 2017), University of North Texas Libraries, Digital Library, digital.library.unt.edu; crediting UNT Libraries Government Documents Department.