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Wilson v. Williams - 222 F.2d 692 (10th Cir. 1955)

Rule:

Okla. Stat. tit. 18, § 1.201 provides in part that a foreign corporation which has engaged in or transacted, or is engaging in or transacting, business within the state, either before it shall have become domesticated or after its certificate of domestication has been cancelled or revoked, shall not be permitted to maintain any action in any court of the state until a certificate of domestication, or another such certificate, as the case may be, has been issued to such corporation. Under the plain command of the statute, a foreign corporation must comply with its provisions as a condition precedent to the maintaining of an action in the courts of Oklahoma. And where a foreign corporation is thus barred from maintaining an action in the courts of a state until it has obtained a certificate of domestication, it cannot maintain an action in the United States court within the state without having obtained such a certificate.

Facts:

The Wilsons, plaintiff lessors, and the Williams, defendants lessees and oil drillers, entered into a lease contract, with an option to purchase equipment for oil drilling. The Wilsons alleged that it had performed everything required of them under the agreement, and that the Williams' had exercised their option to purchase the equipment in question by taking possession of the same. According to the Wilsons, however, the Williams' had failed and refused to pay therefor the $ 20,000 or any part thereof provided in the contract; and that the Wilsons had filed a lien statement in Seminole County, Oklahoma. Thereafter, the Wilsons repossessed the equipment and sold it for the amount of $6,404, $2,400, and $6577, respectively. Having a balance of $4,615 still owing under the option to purchase, which the Williams' refused to pay, the Wilsons brought an action against the latter in an Oklahoma federal district court. The district court ruled in favor of the Wilsons, holding that the Williams' had indeed exercised their option to purchase the equipment, and that the latter still owed the Wilsons the balance of $4,615. The Williams' appealed the judgment, asserting that the corporation owned by the Wilsons was a foreign corporation that had not registered in Oklahoma under Okla. Stat. tit. 18, § 1.201.

Issue:

Did the Williams' owe the Wilsons the balance of $4,615 for the equipment, notwithstanding the Williams' assertion that the corporation they were dealing with was a foreign corporation that was not registered in Oklahoma?

Answer:

Yes.

Conclusion:

The federal appellate court affirmed the judgment of the district court, finding the Williams' were indebted to the Wilsons for the remaining value of the equipment after they old the repossessed equipment. Furthermore, the court rejected the Williams' claim that the Wilsons could not recover because they were a foreign corporation that had not registered in Oklahoma under Okla. Stat. tit. 18, § 1.201. According to the court, there was no evidence that the corporation had engaged in or transacted business in the state, although it owned property there.

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