Sioux Remedy Co. v. Cope

delivered the opinion of the court.

This is an action by an Iowa corporation to enforce payment of the purchase price, amounting to $80,. of merchandise sold in interstate commerce under a written contract which was made in South Dakota and required that the merchandise be shipped by the plaintiff from its place of business in Iowa to the defendants at their place of business and residence in South Dakota. The action was brought in a court of the latter State and the defendants interposed a plea to the effect that the action could not be maintained because, as was the fact, the plaintiff had not complied with a South Dakota statute prescribing conditions upon which corporations of other States would be permitted to sue in the courts of that State. The plea was sustained and the action dismissed. An appeal to the Supreme Court of the State resulted in a judgment of

Recognizing that it was within the province of the Supreme Court of the State to construe the statute and to depart from prior decisions upon the subject, if deemed untenable, we accept the construction applied in this case, and confine our attention to the Federal question, whether, as so construed, the statute, by its necessary operation materially or directly burdens interstate commerce.

Through a long series of decisions dealing with the scope and effect of the commerce clause it has come to be well' settled that a State, while possessing power to adopt reasonable measures to promote and protect the health, safety., morals and welfare of its people, even though interstate commerce be incidentally or indirectly affected, has no power to exclude from its limits foreign corporations or others engaged in interstate commerce, or by the imposition of conditions to fetter their right to carry on such commerce, or to subject them in respect to their transactions therein to requirements which are unreasonable or pass beyond the bounds of suitable local protection. Crutcher v. Kentucky, 141 U. S. 47 ; Minnesota Rate Cases, 230 U. S. 352 , 401, 402, 410, and cases cited; Adams Express Co. v. New York, 232 U. S. 14 , 31, and cases cited. And so the solution of the question here presented lies within narrow lines.

The contract and sale out of which the action arose

The argument advanced in support of this position is, first, that the right to demand and enforce payment for merchandise sold in interstate commerce is no part of such commerce, and therefore may be encumbered without burdening the latter; second, that a State may impose such conditions as it deems appropriate upon the right of foreign corporations to sue in its courts, and, third, that in any event the conditions imposed by the statute are not unreasonable or burdensome. The Supreme Court of the State sustained the second and third points and passed the other without comment.

Of the first point it is. enough to say that the right to demand and enforce payment for goods sold in interstate commerce, if not a part of such commerce, is so directly

It may be conceded in a general way that a State may restrict the right of a foreign corporation to sue in its courts. Bank of Augusta v. Earle, 13 Pet. 519 , 589-591; Anglo American Provision Co. v. Davis Provision Co., 191 U. S. 373 . And in the same general way it may be conceded that a State may restrict the right of such corporations to engage in business within its limits. Paul v. Virginia, 8 Wall. 168 ; Hooper v. California, 155 U. S. 648 . But the power so to deal with these subjects, like all other state powers, can only be exerted within the limitations which the Constitution of the United States places upon state action. Missouri v. Lewis, 101 U. S. 22 , 30; Blake v. McClung, 172 U. S. 239 , 256; Chambers v. Baltimore & Ohio R. R. Co., 207 U. S. 142 , 148; Western Union Telegraph Co. v. Kansas, 216 U. S. 1 , 33; Southern Railway Co. v. Greene, 216 U. S. 400 , 413. One of these limitations is that before indicated arising from the commerce clause, whose operation, as this court has said, is such that a corporation authorized by the State of its creation to engage in interstate commerce “may not be prevented by another "State from coming into its limits for all the legitimate

We are thus brought to the question whether the particular conditions'rmposed by this statute can bé sustained when applied to rights of action like that disclosed in the present case. Without doubt a foreign corporation seeking to enforce such a right in .the courts of a State may-be required to conform to the prevailing modes of proceeding in those courts and to submit to the usual rules respecting costs, the giving of security therefor (see Blake v. McClung, 172 U. S. 239 , 256), and the like. But incidents of this character commonly attending litigation may be put out of view, for it is with something quite different that we are here concerned. The conditions which the statute imposes are: First, that the company shall file in the office of the Secretary of State an authenticated copy of its charter or articles of incorporation; second, that it shall appoint a resident agent upon whom process may be served in any action against it and shall file a copy of such appointment in the office of the Secretary of State and of the register of deeds of the county where the agent resides; and, third, that it shall pay the fees incident to filing and recording these instruments, approximating $25. It will be perceived that these are the conditions upon which many of the States permit foreign corporations to engage in busi

These views require that the judgment be reversed and the cause remanded for further proceedings not inconsistent with this opinion.

Judgment reversed.