Dahl v. Raunheim, ante, 132 U. S. 260,
affirmed and applied.
The objection that a corporation cannot sue in a territorial
court, on the ground that it does not appear that the corporation
has complied with the conditions imposed by a statute of the
territory upon its transacting business there, cannot be urged for
the first time in this Court.
This case was argued with
Dahl v. Raunheim, ante,
132 U. S. 260. The
case is stated in the opinion.
MR. JUSTICE FIELD delivered the opinion of the Court.
This is an action to quiet the title to certain placer mining
ground, twenty acres in extent, in Silver Bow County, Montana,
claimed by the plaintiff below, the Montana Copper Company, under a
location made in March, 1879, against the assertion of ownership by
the defendant to a portion of the premises as a lode claim under a
location made in March, 1881. The plaintiff applied for a patent
for its placer ground in November, 1880, and notice of the
application was published by the register of the local land office,
and all the other provisions of the statute required in such cases
were complied with. No adverse claim was filed by the defendant or
anyone else during the period of publication. The Dahl lode claim
was not located until after that period had expired. The defendant
is therefore precluded from questioning the right of the plaintiff
to a patent for the premises, and, of course, from objecting either
to the location or its character
Page 132 U. S. 265
as placer ground. The only question open to him in this
controversy is whether the lode or vein claimed by him was known to
exist at the date of the plaintiff's application, none having been
included in such application, and upon that question a jury have
passed, and found specially that no lode or vein was then known to
exist within the boundaries of the placer claim.
The case is similar in this respect to the one just decided,
Dahl v. Raunheim, ante, 132 U. S. 260. But
the plaintiff in error endeavors to raise another question in this
Court -- namely as to the competency of the Montana Copper Company,
the plaintiff below, to do business in the territory, and
consequently to maintain any suit respecting its property, because
it does not appear that it has complied with the conditions imposed
by the statute of the territory to its transacting business there.
That statute, which was passed in July, 1879, provided that all
foreign corporations organized under the laws of any state or
territory of the United States or by virtue of any special acts of
the legislative assembly of such state or territory or of any
foreign government should, before doing business within the
territory, file in the office of its secretary and in the office of
the county recorder of the county wherein they intend to carry on
business an authenticated copy of their charter or certificate of
incorporation and also a statement verified by their president and
secretary and attested by a majority of the board of directors
showing
First. The name of such incorporation and the location of its
principal office or place of business without this territory and,
if it is to have any place of business or principal office within
this territory, the location thereof.
Second. The amount of its capital stock.
Third. The amount of its capital stock actually paid in
money.
Fourth. The amount of its capital stock paid in any other way,
and in what.
Fifth. The amount of the assets of the incorporation, and of
what the assets consist, with the actual cash value thereof.
Sixth. The liabilities of such incorporation, and, if any of its
indebtedness is secured, how secured, and upon what property.
Page 132 U. S. 266
The statute also provided that such corporation or joint-stock
company should file at the same time and in the same offices a
certificate under the signature of its president, or other acting
head, and its secretary, stating that the corporation had consented
to be sued in the courts of the territory in all causes of action
arising within it, and that service of process might be made upon
some person, a citizen of the territory, whose name and place of
residence should be designated, and that such service should be
taken and held to be as valid to all intents and purposes as if
made upon the company in the state or territory under the laws of
which it was organized.
The statute also provided a forfeiture of ten dollars a day for
every day in which such foreign corporation should, after four
months from the publication of the act, neglect to file the
statements and certificates mentioned, and declared that all acts
and contracts made by such incorporation, or any agent or agents,
during the time it should fail and neglect to file the statements
and certificates, should be void and invalid as to such
corporation. In the present action, the plaintiff alleges in its
complaint that it is a corporation created under the laws of New
York, doing business in Silver Bow County in the Territory of
Montana, and is the owner of the property in controversy. The
answer of the defendant does not deny its incorporation or its
right to do business in that county, but only its ownership of the
property. No question is therefore raised on the pleadings as to
its competency to do business within the territory for want of
compliance with the provisions of the territorial law. The question
at issue on the pleadings and on the trial in the court below was
confined to the ownership of the mining ground. Without, therefore,
considering the validity and force of the provisions of that law,
Congress having permitted corporations, whether formed within or
without that territory, to explore for and hold mining claims on
the public domain,
McKinley v.
Wheeler, 130 U. S. 630, or
whether, if they are valid, any parties except the government of
the territory can allege a disregard of them to defeat the title of
the corporation to its property
Page 132 U. S. 2367
(
Fritts v. Palmer, post, 132 U. S. 282), it
is sufficient in this case to say that such incompetency cannot be
considered unless set up in the pleadings in the court below. A
failure to comply with the provisions of the law will not be
presumed in the absence of any allegation on the subject. The
objection cannot be urged for the first time in this Court.
Judgment affirmed.