David Lupton’s Sons Co. v. Automobile Club, 225 U.S. 489 (1912)

David Lupton’s Sons Company v. Automobile Club of America

No. 137

Argued December 20, 1911
Decided June 7, 1912
225 U.S. 489

ERROR TO THE CIRCUIT COURT OF THE UNITED STATES

FOR THE SOUTHERN DISTRICT OF NEW YORK

Syllabus

Where the trial in the Circuit Court is before a referee by stipulation, the only question here is whether there is any error of law in the judgment rendered by the court upon the facts found by the referee. These findings are conclusive in this Court. Nor can this court pass upon exceptions to the refusal of the referee to find facts as requested.

In determining whether, under a state statute, failure to comply with its terms renders a contract void or merely acts as a bar to maintaining an action thereon, the federal court must follow the interpretation given the statute by the highest court of the state.

As construed by the Court of Appeals of that state, § 15 of the General Corporation Law of New York does not make contracts of a foreign corporation which has not complied with its provisions absolutely void, but merely disables the corporation from suing thereon in the courts of the state.

Where the contract of a corporation of one state not complying with the statutes of another state where the contract is made is not void, the corporation can maintain its action, if jurisdiction otherwise exists, in the federal courts.

A state cannot prescribe the qualifications of suitors in the federal courts, nor can it deprive of their privileges those who are entitled under the Constitution and laws of the United States to resort to the federal courts for the enforcement of valid contracts.

Judgment ordered for plaintiff for amount fixed by referee’s findings of fact.

The facts, which involve the construction of § 15 of the General Corporation Law of New York, and the right of foreign corporations which had not complied therewith to sue in the federal courts, are stated in the opinion.