NEW YORK BREWERIES CO., Limited, v. JOHNSON

NEW YORK BREWERIES CO., Limited, v. JOHNSON. (Circuit Court, S. D. New York. May 13, 1909.) Corporations (§• 657) — Foreign Corporations — State Laws — Regulation. General Corporation Law (Laws N. Y. 1904, p. 1250, c. 490), § 15, providing that no foreign stock corporation other than a money corporation shall do business in the state without having first procured from the Secretary of State a certificate that it has complied with all the requirements of law to authorize it to do business in the state, and that no such corporation shall maintain any action in the state on any contract made therein unless prior to making the contract it shall have procured such, certificate, does not make void the contracts of foreign corporations not having complied with the act within the state,' but merely excludes them from the state courts, leaving open to them the federal tribunals. [Ed. Note. — For other cases, see Corporations, Dec. Dig. § 657.*] On Demurrer to Separate Defense, Guggenheimer, Untermyer & Marshall (Abraham Benedict, of counsel), for plaintiff. Appell & Taylor, for defendant. For other cases see same topic & § number in Dec. & Am. Digs. 1907 to date, & Rep’r Indexes [MAJORITY — NOYES, Circuit Judge.] NOYES, Circuit Judge. As indicated upon the argument, I think that the statute set up in the separate defense (section 15 of the general corporation law of New York [Laws 1904, p. 1250, c. 490]) does not make void the contracts of foreign corporations not complying with its provisions, but merely excludes such corporations from state courts and leaves open to them the federal tribunals. Groton Bridge, etc., Co. v. American Bridge Co. (C. C.) 151 Fed. 871, is approved and followed. .The demurrer is sustained, with costs.