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Bezat v. Home Owners' Loan Corporation

Supreme Court of Arizona

February 5, 1940

SAM BEZAT and LEANORA BEZAT, His Wife, Appellants,
v.
HOME OWNERS' LOAN CORPORATION, a Corporation, Appellee

APPEAL from a judgment of the Superior Court of the County of Maricopa. M. T. Phelps, Judge. Judgment affirmed.

Messrs. Cox & Cox, for Appellants.

Mr. M. L. Ollerton, for Appellee.

OPINION

Page 853

[55 Ariz. 86] LOCKWOOD, J.

This is an action by Home Owners' Loan Corporation, a corporation organized under the laws of the United States, hereinafter called plaintiff, to foreclose a mortgage on certain property as against Sam Bezat and Leanora Bezat, his wife, hereinafter called defendants. Judgment went in favor of plaintiff, and the matter was brought before us for review.

The facts are substantially agreed upon, and the assignments of error deal almost entirely with questions of law, which we shall consider in the manner which seems most advisable. The most important is raised by assignment number two, it being, in substance, that since admittedly the plaintiff has failed to comply with the Constitution and statutes of Arizona regulating foreign corporations, the mortgage and note upon which the suit is brought are, therefore, void.

The constitutional and statutory provisions upon which this argument is based are set forth as follows:

"No corporation organized outside of the limits of this State shall be allowed to transact business within this State on more favorable conditions than are prescribed by law for similar corporations organized under the laws of this State; and no foreign corporation shall be permitted to transact business within this State unless said foreign corporation is by the [55 Ariz. 87] laws of the country, State, or Territory under which it is formed permitted to transact a like business in such country, State, or Territory." Const. Ariz., art. XIV, sec. 5.

"No domestic or foreign corporation shall do any business in this State without having filed its articles of incorporation or a certified copy thereof with the Corporation Commission, and without having one or more known places of business and an authorized agent or agents, in the State upon whom process may be served. Suit may be maintained against a foreign corporation in the county where an agent of such corporation may be found, or in the county where the cause of action may arise." Const. Ariz., art. XIV, sec. 8.

Page 854

"Requirements to do business in this state; corporations excepted. Any foreign corporation, before entering upon, doing, or transacting any business, enterprise, or occupation, in this state shall: File a certified and authenticated copy of its articles of incorporation or charter with the corporation commission of this state; publish its articles of incorporation and file affidavit thereof as required of domestic corporations; appoint in writing, over the hand of its president or other chief officer, attested by its secretary, a statutory agent in each county in this state in which such corporation proposes to carry on any business as required of domestic corporations; pay a license fee of fifteen dollars to the corporation commission, and obtain from said corporation commission a license to do business in this state. This section, however, shall not apply to insurance corporations, nor to any foreign corporation, the only business transaction of which, within the state, shall be the loaning of funds to religious, social or benevolent associations, or corporations organized for purposes other than profit." Sec. 657, Rev. Code 1928.

"Acts void unless statutes complied with. No foreign corporation shall transact any business in this state until it has complied with the requirements of the preceding section, and every act done by said corporation prior thereto shall be void." Sec. 658, Rev. Code 1928.

[55 Ariz. 88] "Rights upon compliance. Upon complying with the provisions of this article any foreign corporation shall have and enjoy the same rights and privileges held and enjoyed by a like domestic ...


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