So in made under such circumstances cannot be enforced.12 surance companies have been denied the right to recover premiums when the business was done in violation of local statutes. 13 § 1772. Statutes expressly prohibiting recovery. Modern statutes in regard to foreign corporations frequently expressly provide, in effect, that no action shall be maintainable on the contracts of the corporation if it has not satisfied the requirements of the statute. Even where such is the form of the statute, the contracts are generally held not void, but merely unenforceable until satisfaction of the statute. The statute may, therefore, be satisfied so as to make a contract or sale enforceable, after the contract or sale has been entered into, and in some States even after action has been brought upon it. 139 In other jurisdictions a different result has been L. R. A. 315, 40 Am. St. Rep. 910; Toledo Tie & Lumber Co. v. Thomas, 33 W. Va. 566, 11 S. E. 37, 25 Am. St. Rep. 925. See also Fritts v. Palmer, 132 U. S. 282, 10 S. Ct. 93, 33 L. Ed. 317. 12 Cullman County v. Vincennes Bridge Co., 251 Fed. 473, 163 C. C. A. 467; Dudley v. Collier, 87 Ala. 431, 6 So. 304, 13 Am. St. Rep. 55; Boulden v. Estey Organ Co., 92 Ala. 182, 9 So. 283; Dundee Mortgage & Trust Investment Co. v. Nixon, 95 Ala. 318, 10 So. 311; Cook v. Rome Brick Co., 98 Ala. 409, 12 So. 918; Alabama Western R. Co. v. Talley-Bates Const. Co. (Ala.), 50 So. 341; Oliver Company v. Louisville Real Est. Co., 156 Ky. 628, 161 S. W. 570, 51 L. R. A. 293, Ann. Cas. 1915 C. 565; Quartette Music Co. v. Haygood, 108 Miss. 755, 67 So. 211; Chicago Mill & Lumber Co. v. Sims, 197 Mo. 507, 95 S. W. 344; GermanAmerican Bank v. Smith (Mo. App.), 208 S. W. 878; Pennington v. Townsend, 7 Wend. 276; Cary-Lombard Lumber Co. v. Thomas, 92 Tenn. 587, 22 S. W. 743. 13 The Manistee, 5 Biss. 382; Cin cinnati Mut. Health Assur. Co. v. 134 See Crefeld Mills v. Goddard, 69 Fed. 141; Blodgett v. Lanyon Zinc Co., 120 Fed. 893, 897, 58 C. C. A. 79; Wetzel & T. Ry. v. Tennis Bros. Co., 145 Fed. 458, 75 C. C. A. 266; Buffalo Zinc & Copper Co. v. Crump, 70 Ark. 525, 534, 69 S. W. 572, 91 Am. St. Rep. 87; Sutherland-Innes Co. v. Chaney, 72 Ark. 327, 80 S. W. 152; Woolfort v. Dixie Cotton Oil Co., 77 Ark. 203, 91 S. W. 306, 113 Am. St. Rep. 139; Waxahachie Medicine Co. v. Daly, 122 Ark. 451, 183 S. W. 741; J. R. Watkins Medical Co. v. Martin, 132 Ark. 108, 200 S. W. 283 (cf. Hogan v. Intertype Corporation, 136 Ark. 52, 206 S. W. 58); California Savings & Loan Soc. v. Harris, 111 Cal. 133, 43 Pac. 525; State v. American Book Co., 69 Kans. 1, 76 Pac. 411; John Deere Plow Co. v. reached, and such bargains have been held permanently unenforceable by the offending corporation.136 As has been said, however, the statutes in the various States are not identical and must in each case be examined. In a few States the statutes are expressed in such clear terms that no other inference is possible except that the contracts in question, if not void, at least are permanently unenforceable in the state courts.11 Wyland, 69 Kans. 255, 261, 76 Pac. 863; Hamilton v. Reeves, 69 Kans. 844, 76 Pac. 418; Ryan Livestock & Feeding Co. v. Kelly, 71 Kans. 874, 81 Pac. 470; Boggs v. Kelly, 76 Kans. 9, 90 Pac. 765; Kendrick & Roberts, Inc., v. Warren Bros. Co., 110 Md. 47, 72 Atl. 461; Strasbaugh v. Sanitary Can Co., 127 Md. 632, 640, 96 Atl. 863; National Fertilizer Co. v. Fall River Savings Bank, 196 Mass. 458, 14 L. R. A. (N. S.) 561, 13 Ann. Cas. 510; Carson-Rand Co. v. Stern, 129 Mo. 381, 31 S. W. 772, 32 L. R. A. 420 [overruled by Amalgamated Zinc & Lead Co. v. Bay State Zinc Min. Co., 221 Mo. 7, 120 S. W. 31, 23 L. R. A. (N. S.) 492]; Hastings Industrial Co. v. Moran, 143 Mich. 679, 107 N. W. 706; Neuchatel Asphalte Co. v. Mayor of New York, 155 N. Y. 373, 49 N. E. 1043; Hirschfeld v. McCullagh, 64 Oreg. 502, 127 Pac. 541, 130 Pac. 1141; Swift v. Little, 28 R. I. 108, 65 Atl. 615; Huttig Bros. Mfg. Co. v. Denny Hotel Co., 6 Wash. 122, 624, 32 Pac. 1073, 34 Pac. 774. See also Singer Mfg. Co. v. Brown, 64 Ind. 548; Smith v. Little, 67 Ind. 549. 13b Pittsburgh Construction Co. v. West Side Belt R. Co., 151 Fed. 125; In re Conecuh Lumber Co., 180 Fed. 249; Junction Placer Min. Co. v. Reed, 28 Idaho, 219, 225, 153 Pac. 564; Thompson Co. v. Whithed, 185 Ill. 454, 56 N. E. 1106, 76 Am. St. Rep. 51; United Lead Co. v. Reedy Elevator Mfg. Co., 222 Ill. 199, 78 N. E. 567; Fruin-Colnon Contracting Co. v. Chatterson, 146 Ky. 504, 143 S. W. 6, 40 L. R. A. (N. S.) 857; Heileman Brewing Co. v. Peimeisl, 85 Minn. 121, 88 N. W. 441 (see also Sherman Nursery Co. v. Aughenbaugh, 93 Minn. 201, 100 N. W. 1101; Thomas Mfg. Co. v. Knapp, 101 Minn. 432, 112 N. W. 989); Amalgamated Zinc & Lead Co. v. Bay State Zinc Min. Co., 221 Mo. 7, 120 S. W. 31, 23 L. R. A. (N. S.) 492; Parke v. Mullett, 245 Mo. 168, 149 S. W. 461; Lasher v. Stimson, 145 Pa. 30, 23 Atl. 552; Delaware River Quarry &c. Co. v. Bethlehem &c. Passenger Ry. Co., 204 Pa. 22, 53 Atl. 533; Luce v. Cook, 227 Pa. 224, 228, 75 Atl. 1098. See also Peck-Williamson &c. Co. v. McKnight (Tenn.), 205 S. W. 419. In Missouri the fact that the contract on which suit is brought was made before the statute was complied with is not fatal to recovery if the necessary compliance took place before performance of the contract was begun. Hogan v. St. Louis, 176 Mo. 149, 75 S. W. 604; Wulfing v. Armstrong Cork Co., 250 Mo. 723, 157 S. W. 615; Frazier v. Rockport, 199 Mo. App. 80, 202 S. W. 266. Cf. Tri-State Amusement Co. v. Forest Park &c. Co., 192 Mo. 404, 90 S. W. 1020; Booth v. Scott (Mo. App.), 205 S. W. 633. But in Pennsylvania, recovery cannot be had under these circumstances. Pittsburgh Construction Co. v. West Side Belt R. Co., 151 Fed. 125. 14 Finch v. Zenith Furnace Co., 245 Ill. 586, 593, 92 N. E. 521; Halsey v. Jewett Dramatic Co., 114 N. Y. App. Div. 420, 99 N. Y. S. 1122; CaryLombard Co. v. Thomas, 92 Tenn. 587, 22 S. W. 743; Allen v. Milwaukee, 128 Wis. 678, 106 N. W. 1099, 5 L. R. A. (N. S.) 680, 116 Am. St. Rep. 54. Even though a claim of a corporation is said to be void under local law, it is sometimes said that any recognition of the claim after the corporation has complied with the law amounts to a binding ratification. 14a Ratification as a means of making binding what was originally void for illegality or of creating a new obligation without consideration has been elsewhere criticized; 146 but after the corporation has complied with the law, there is no difficulty in an adoption by the parties of the terms of a bargain made before such compliance, if both parties thereby assume some detrimental performance. 14° The New York statute requires a certificate from the Secretary of State to the effect that a foreign corporation has complied with certain prescribed conditions; and further provides that "No foreign stock corporation doing business in this State shall maintain any action in this State upon any contract made by it in this State unless prior to the making of such contract it shall have procured such certificate." Under this provision a contract made without obtaining the required certificate is not void, 14d and an action may be maintained upon it either in the courts of another State, 14 or in the Federal courts, 14 if jurisdiction can be obtained. In Vermont it has been held that under a statute prohibiting an action in the State by the offending corporation or by an assignee of the corporation or by any person claiming under such assignee or corporation, a receiver of the corporation might maintain an action; 14o and a 14a St. Louis Union Trust Co. v. Chicot County &c. Co., 127 Ark. 577, 193 S. W. 69. Part payments by the maker on account of a note, said to be void, were held to bind him to pay the remainder. 14b Supra, §§ 1145, 1707; infra, § 1896. 14c Montgomery Traction Co. v. Montgomery Light & W. P. Co., 229 Fed. 672, 144 C. C. A. 82; Turner Construction Co. v. Union Terminal Co., 229 Fed. 702, 144 C. C. A. 112, cert. denied, 241 U. S. 678, 60 L. Ed. 1233, 36 S. Ct. 727. See also LanzOwen Co. V. Garage Equipment Mfg. Co., 151 Wis. 555, 139 N. W. 393. 14d Mahar v. Harrington Park Villa Sites, 204 N. Y. 231, 97 N. E. 587, 38 L. R. A. (N. S.) 210. 14e Alleghany Co. v. Allen, 69 N. J. L. 270, 55 Atl. 724. 14f David Lupton's Sons Co. v. Automobile Club, 225 U. S. 489, 56 L. Ed. 1177, 32 S. Ct. 711, Ann. Cas. 1914 A. 699; Johnson v. New York Breweries Co., 178 Fed. 513, 101 C. C. A. 639. See also under an Illinois statute, Kawin v. American Colortype Co., 243 Fed. 317, 156 C C. A. 97. 149 Underhill v. Rutland R. (Vt.), 98 holder in due course of a negotiable note originally given to such a corporation as part of its unauthorized business within the State, has almost universally been allowed to recover. 14h § 1773. Corporation illegally doing business is liable on its contracts, and may set them up in defence. It should be added that even though a corporation does business in violation of a statute, and in consequence thereof becomes unable to enforce the obligation of the other party under a contract, it is not itself excused from liability upon its own obligation.15 The corporation, however, whether sued directly upon the contract or on other grounds, may set up by way of defence the terms of such a contract; 15 and when the other party to the contract has repudiated his obligations the corpora Atl. 1017. But a purchaser of a negotiable note from the receiver of a non-complying corporation was denied recovery in Hogan v. Intertype Corporation, 136 Ark. 52, 206 S. W. 58. 14h Lauter v. Jarvis-Conklin &c. Co., 85 Fed. 894, 29 C. C. A. 473; McMann v. Walker, 31 Colo. 261, 72 Pac. 1055; Rhodes v. Elberton &c. R. Co., 16 Ga. App. 426, 85 S. E. 611; Katz v. Herrick, 12 Idaho, 1, 86 Pac. 873; Northwest Thrasher Co. v. Riggs, 75 Kans. 518, 89 Pac. 921; Williams v. Cheney, 3 Gray, 215; Hart v. Livermore Foundry & Mach. Co., 72 Miss. 809, 17 So. 769; National Bank of Commerce v. Pick, 13 N. Dak. 74, 99 N. W. 63; Edwards v. Hambly Fruit Products Co., 133 Tenn. 142, 180 S. W. 163; State Bank of Chicago v. Holland, 103 Tex. 266, 126 S. W. 564; Carrollton Press Brick Co. v. Davis (Tex. Civ. App.), 155 S. W. 1046. A contrary decision is Hogan v. Intertype Corporation, 136 Ark. 52, 206 S. W. 58. 15 Diamond Glue Co. v. U. S. Glue Co., 187 U. S. 611, 47 L. Ed. 328, 23 S. Ct. 206, and authorities therein referred to. See also Citizens' Nat. Bank v. Bucheit (Ala. App.), 71 So. 82 (cert. denied 72 So. 1019); Commercial Nat. Bank v. Jordan (Fla.), 71 So. 760; Ryerson v. Shaw, 277 Ill. 524, 530, 115 N. E. 650; Ross v. New South Farm & Home Co., 191 Ill. App. 353; Cashin v. Pliter, 168 Mich. 386, 134 N. W. 582, Ann. Cas. 1913 C. 697; Gaul v. Keil & Arthe Co., 199 N. Y. 472, 92 N. E. 1069; Morgan v. Dayton Coal & Iron Co., 134 Tenn. 228, 183 S. W. 1019. In Ryerson v. Shaw, 277 Ill. 524, 115 N. E. 650, it was held that any officer or agent of a corporation negotiating a contract in Illinois in its behalf while it had failed to comply with the local statute became personally liable on the contract. It would seem that an implied warranty of authorization was the true ground of liability. See supra, § 282. 15a Thus in Jones v. Wells-Fargo Co., 83 N. Y. Misc. 145 N. Y. S. 601, an express company when sued was allowed to set up a limitation of liability contained in its contract. In Carrier Engineering Corp. v. International Mfg. Co., 104 N. Y. Misc. 191, 171 N. Y. S. 641, the defendant corporation was even allowed to counterclaim. tion may recover anything which it has transferred under the contract. 156 § 1774. Wrongful addition of " & Company” to name. A related question arises under a New York statute which makes it a penal offence for one doing business to add the words "& Company" to his name as a business designation unless those words represent an actual partner or partners. It has been repeatedly held in construing the statute that a contract made by a person doing business in violation of the statute is binding and enforceable by him unless at least in the formation of the particular contract in question the defendant was deceived and relied on the credit of other partners supposed to exist. 16 156 Lasswell Land & Lumber Co. v. Lee Wilson & Co., 236 Fed. 322, 149 C. C. A. 454 (Mo.). In Dunlop v. Mercer, 156 Fed. 545, 86 C. C. A. 435 (Minn.), a foreign corporation which without compliance with Minnesota statutes had made a conditional sale in Minnesota was allowed to reclaim the property on the buyer's default; and in United Shoe Machinery Co. v. Ramlose, 231 Mo. 510, 132 S. W. 1133, under similar circumstances the corporation was allowed to reclaim leased property. See further as to the right of a foreign corporation to bring action to protect its property: Junction Placer Min. Co. v. Reed, 28 Idaho, 219, 153 Pac. 564. In Denton v. Booth, 202 Mich. 215, 168 N. W. 491, 2 A. L. R. 114, the court had under consideration the effect of a statute requiring registration of the names of the partners etc. on an action for the recovery of property the sale of which was under negotiation. The court said (p. 493): "Under the finding of the jury that no completed sale had been made it follows that there was no contract to rescind, and that when the demand was made for the return of the horses to the plaintiffs, defendants were holding them, not under any title acquired by the antecedent negotiations of a sale, but simply pending those negotiations. "Coming, then, to the provisions of the statute, can it be said that the members of a copartnership who have failed to comply with the law in filing a certificate in writing with the county clerk containing the required information as to the details of the copartnership are prevented from using the courts of the state for the purpose of redressing a wrong? We think not. It would, we think, hardly be claimed that, had defendants stolen the 13 horses from a barn of the plaintiffs, the plaintiffs, even though they had not filed the certificate required by law, could not have maintained an action in replevin or for a wrongful conversion of the animals. We are not unmindful of the fact that we have held (Maurer et al. v. Greening Nursery Co., 199 Mich. 522, 526, 165 N. W. 861) that the members of a copartnership who have not complied with the act cannot prosecute an action under a contract. We do not think however, that the effect of this statute should be extended, it being in plain derogation of common-law rights." 16 Gay v. Seibold, 97 N. Y. 472, 49 |