When by constitution or statute such cor porations are restricted from doing business within the state, in default of compliance with the provisions thereof, the decisions are not uniform as to what amounts to a viola tion of the prohibition. The question usually arises in one of two cases, either where it is sought to serve process on a corporation or to tax its property. It may also arise in penal actions against the corporation or its agent for doing business without complying with the statute. It seems to be established by the weight of authority that single trans actions do not constitute such doing business as is contemplated by the statute ; 6 Thomp. Corp. § 7936, where many cases are collected, holding valid acts done in states where there are statutes of the class mentioned ; see in fra.
Most of the statutes of this class prescribe penalties, either by qui tam action or indict ment, upon agents for violations of them, and it is held that such a state statute mak ing it a misdemeanor for a person in the state to procure insurance for a resident there from an insurance company not incor porated under its laws, and which had not filed the bond required by the laws of the state relative to insurance, is not a regula tion of commerce, and does not conflict with the Constitution of the United States; Hoop er v. California, 155 U. S. 648, 15 Sup. Ct. 207, 39 L. Ed. 297. Such an act was held not to apply to the owner of property who merely obtained insurance on his own prop erty ; Corn. v. Biddle, 139 Pa. 605, 21 Atl. 134, 11 L. R. A. 561. A foreign corporation which is barred from a state court for failure to obey the laws of that state as a prerequisite cannot sue on its contract in a federal court ; Cyclone Min. Co. v. Power Co., 165 Fed. 996 ; nor can it, foreclose a mortgage upon land in the state ; Chattanooga Nat. Bldg. & Loan Ass'n v. Denson, 189 U. S. 408, 23 Sup. Ct. 630, 47 L. Ed. 870 ; nor can it recover upon a bond, conditioned, for the faithful discharge of the duty of an agent appointed to conduct business in the state; McCanna & Fraser Co. v. Surety Co., 74 Fed. 597; Mutual Ben. Life Ins. Co. v. Bales, 92 Pa. 352 ; U. S. Life Ins. Co. v. Adams, 7 Biss. 30, Fed. Cap. No. 16, 792 ; contra, Penn. Mut. Life Ins. Co. v. Brad ley, 21 N. Y. Supp. 876 ; Manhattan Ins. Co. v. Ellis, 32 Ohio St. 388 ; but it was held that a foreign corporation which had failed to register under the Delaware act could nevertheless enforce a contract in a Dela ware court against one who retained the ben efits of the contract, the act being silent on this point, and this is said to be the "better doctrine" ; Model Heating Co. v. Magarity, 1 Boyce (Del.) 240, 75 Atl. 614. A South Da kota act forbidding resort to its courts to a foreign corporation that has not registered is valid under the police power, even though the transaction in question related to inter state commerce; Sioux Remedy Co. v. Cope,
28 S. D. 397, 133 N. W. 683, refusing to fol low Sioux Remedy Co. v. Lindgren, 27 S. D. 123, 130 N. W. 49. Such corporation may sue on a cause of action under a federal stat ute having no relation to its doing business in the state contrary to law; Vitagraph Co. of America v. Optiscope Co., 157 Fed. 699. The agent of a foreign corporation which has not filed its statement under this act, is presum ed to know of his incapacity and becomes personally liable to one with whom he dealt on account of such corporation, and this re sponsibility is in addition to the statutory penalty for acting as the agent of a foreign corporation without complying with the pro visions of the act; Lasher v. Stimson, 145 Pa. 30, 23 Atl. 552.
Efforts have been made to take away the jurisdiction which federal courts may exer cise in controversies between a foreign cor poration and a citizen of the state, and to substitute the exclusive jurisdiction of the state courts. Any direct enactments forbid ding removal would be declared unconstitu tional ; and an agreement made not to exer cise this right of removal is void; Chicago, M. & St. P. Ry. Co. v. Becker, 32 Fed. 849 ; Baltimore & 0. R. Co. v. Cary, 28 Ohio St 208. A valid corporation of any state has the absolute right to institute and maintain in the federal courts, and to remove to those courts, its suits in every other state, in cases prescribed by the acts of congress; Home Ins. Co. v. Morse, 87 U. S. 445, 22 L. Ed. 365 ; Barron v. Burnside, 121 U. S. 186, 200, 7 Sup. Ct. 931, 30 L. Ed. 915. "Every law of a state which attempts to destroy these rights, or to burden their exercise, is viola tive of the constitution of the United States and void ;" Butler Bros. Shoe Co. v. U. S. Rubber Co., 156 Fed. 1, 84 C. C. A. 167.
When restrictive state statutes exist, con tracts made in violation of them are treated in some states as voidable at the election of the other party ; Hyde v. Goodnow, 3 N. Y. 266; Columbia Fire Ins. Co. v. Binyon, 37 N. J. L. 33; Washington County Mut. Ins. Co. v. Dawes, 6 Gray (Mass.) 376; Haverhill Ins. Co. v. Prescott, 42 N. H. 547, 80 Am. Dec. 123; Beecher v. Mill Co., 45 Mich. 103, 7 N. W. 695 ; except as against a bona fide bolder of negotiable paper for value and without notice ; Williams v. Pheney, 8 Gray (Mass.) 206; or it is held that the remedy is sus pended until the statute is complied with ; Daly v. Ins. Co., 64 Ind. 1; Singer Mfg. Co. v. Brown, 64 Ind. 548; or that they are only void when the statute expressly so provides, as held in an able opinion by Bartholomew, J., in Washburn Mill Co. v. Bartlett, 3 N. D. 138, 54 N. W. 544 ; Connecticut River Mut.