Jones v. Mosby, Bagley Co. , 19 Ala. App. 467 ( 1923 )

Appellee brought suit on a promissory note made by appellant to Hendricks Bros., and transferred and assigned by Hendricks Bros. to the Fulton Cotton Mill Company, and by Fulton Cotton Mill Company transferred and assigned to the appellee. All transfers were made before maturity. Appellants filed various pleas by which they undertook to set up that appellee was a foreign corporation, doing business in Alabama, without having complied with the state laws authorizing them to transact business in the state of Alabama. Demurrers to these pleas were sustained by the court. This appeal is upon the record.

In order to show that a given contract with a foreign corporation is invalid, because of transaction of business in this state while unqualified it is incumbent on the pleader to clearly show that the particular contract involved (a) was made in this state, (b) and that the making of such contract constituted doing business in this state, or that the contract arose out of a transaction in this state, (c) and that the corporation was unqualified. Code 1907, section 3642. Leverett v. Garland Co., 206 Ala. 556, 90 So. 343. The facts showing such to be the case and not conclusions should be pleaded. We are of the opinion that a similar rule applies where an attempt is made to show the invalidity of a contract because of the failure to pay the franchise tax required by sections 3647-3649 of the Code of 1907.

Under the announced ruling, each of the pleas were defective in one or more particulars. The demurrer thereto was properly sustained, and the judgment of the trial court is affirmed.

Affirmed.