George M. Muller Manufacturing Co. v. First National Bank

Bill to Enforce Material-Mam/s Lien. 1. Corporations ; Foreign; Doing Business; Compliance With State Law. — A foreign corporation is absolutely prohibited from doing a single act within the state which is done in the exercise of its corporate functions, and cannot sue in this state unless it has complied with the requirements of sections 3642 and 3644, Code 1907. 2. Same; Doing Business. — Where a foreign corporation entered into a contract to furnish materials and construct certain fixtures in defendant’s bank building in Alabama, involving the erection or changing of brick walls, putting on finishing plaster, and furnishing and constructing different articles making up the furniture and fixtures of the bank, such work constituted doing business within the state, and the corporation not having complied with the statute regulating foreign corporations, could not maintain a suit to enforce a lien for such work and fixtures.

Appeal from Houston Chancery Court. Heard before Hon. L. D. Gardner. Bill by the Geo. W. Muller Manufacturing Company against tlie First National Bank of Dotban to enforce a lien for supplies and labor in a building. Decree for respondent, and complainant appeals. The bill alleges that the complainant is a corporation, organized under the laws of the state of. Georgia and doing business in the city of Atlanta, and that the respondent is a corporation, organized under the laws of Alabama and doing business in Dothan, Ala. It is alleged that a certain contract was entered into between the said corporations, wherein complainant was employed by respondent to furnish certain marble trimmings and other fixtures for the purpose of erecting in the interior of the bank building a set of bank fixtures, counters, offices, cages, and trimmings, at and for a certain price; that this contract was afterwards amended and modified by mutual■ agreement in writing; and that during the progress of the work certain parol agreements, altering or amending the contract, were entered upon. The contract, together with the written amendments or alterations, was set out as an exhibit to the bill and the parol agreements were made the subject of certain paragraphs. It is then alleged that certain payments had been made on the contracts and that there remains due for the building, fixtures, and improvements, and materials used therein, and for the work in improving and beautifying the same, the net amount of $8,228.87. Then follow averments as to- filing of the lien in the probate office, etc., which is also made an exhibit to the bill. The schedule of the work to be furnished was also attached, and showed the building of brick walls, the putting on of finished plaster, and the furnishing of a great many different articles going to make up- the fixtures and furniture of a bank, and the putting of them into place. The demurrers, raise the question discussed in the opinion, together with the right of the bank to make such a contract. Under the allegations made by the bill the court improperly construed the contract, and therefore, improperly sustained the demurrers to the bill. — Dudley v. Collier, 87 Ala. 431; Christian v. A. F. L. M. Co., 89 Ala. 198; Farrier v. N. E. M-. & S. Co., 88 Ala. 278; Mylan M. & M. Co. v. Gorton, 26 L. R. A. (O. S.) 135. Demurrer was the proper way to raise the question of the failure of the bill to allege that the foreign corporation had complied with secs. 3642 and 3644, Code 1907. — 3 Mayf. 808. The contract was void, and as long as it is executory, the courts will not lend any aid to its enforcement. — Wads-worth v. Duncan, 117 Ala. 661; Ala. W. B. B. Co. v. Talley-Bates -Construction Co., 162 Ala. 396; American Arnus. Co. v.-East Lake Chutes Co., 56 South. 962, and cases cited by appellant.