Putney Shoe Co. v. Edwards , 60 Pa. Super. 338 ( 1915 )

Opinion by

Head, J.,

The single question involved in the present appeal lies within an extremely narrow compass. The plaintiff is a corporation organized under the laws of the State of Virginia. The defendant is a merchant doing business in Tioga County, Pennsylvania. A salesman of the plaintiff solicited and obtained an order for certain merchandise from the defendant. The order was transmitted to the plaintiff in Virginia, there accepted by it, and the goods ordered delivered to a common carrier consigned to the defendant at his place of business. In due course they were received by him and retained. Having neglected and refused to pay for them, the plaintiff brought this action to recover the agreed-on price.

At the trial no defense on the merits was offered. The sole contention urged upon the trial court was that under the provisions of the Act of June 8, 1911, P. L. 710, the plaintiff was debarred from obtaining any relief in the courts of this Commonwealth until it had complied with the requirements of that statute. There was no evidence at all that the plaintiff company maintained any place of business in the State of Pennsylvania or had any portion of its capital invested therein, or any other fact that would have warranted the conclusion that, within the meaning of the Act of 1874, the plaintiff Was doing business within the Commonwealth. The expression, “doing business within the Commonwealth,” as applied to foreign corporations, has been so frequently defined, a citation of the cases would be wholly unnecessary. It is as clear as anything can be that the plaintiff corporation would not be bound by any requirement of the earlier statute so far as the facts of this case are concerned.

But it is contended that under the provisions of the Act of 1911 referred to, no foreign corporation máy seek the aid of the courts of Pennsylvania without having complied with the requirement of the said statute. If that were true, the plaintiff in Duroth Mfg. Co. v. Cauffiel, 243 Pa. 24, could not have maintained the action of replevin, and such a contention was urged upon the court in that case. But a glance at the statute itself convinces us it was not the intention of the legislature thereby to impose a revenue tax upon every foreign corporation that sought the aid of the courts of Pennsylvania. In the title to the act, the legislature declares its purpose to be to deal only with foreign corporations “doing business in this Commonwealth.” As that expression had been so thoroughly defined in numerous decisions, it is not to be presumed the legislature, in the Act of 1911, used it in any different sense than the one uniformly followed since the passage of the Act of 1874. It is true the term “foreign corporation” is properly defined by the first section of the act, but the second section indicates that it shall be operative only upon such corporations as undertake to do business within the Commonwealth. That being true, it must follow, under the facts of this case, the learned judge below was right in holding that the plaintiff corporation was not shut out from recovering the price of goods sold and delivered by it in the State of Virginia. There was no sound basis then for a binding direction to find for the defendant or for the entry of judgment in his favor notwithstanding the verdict. The assignments of error are overruled.

Judgment affirmed.