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made it a criminal offense to act in the state as an agent of a foreign insurance company which had not obtained such a license. Samuel Paul, acting in Virginia for a New York insurance company, which had not obtained a license, was indicted, convicted and sentenced to pay a fine of $50.00. This judgment was affirmed by the Court of Appeals of the State and appeal was taken to the Supreme Court of the United States. It was there contended that the statute of Virginia was invalid by reason of its discriminating provision between domestic and foreign corporations. The Supreme Court held to the contrary, however, on the ground that corporations are not citizens and that the state had the power to discriminate against foreign corporations.

Upon authority which can be traced to this early decision in Paul v. Virginia, nearly every state of the Union has now enacted laws with reference to foreign corporations requiring them to take out licenses in one form or another and making provision for their taxation and the appointment of an agent in the state upon whom service of process may be made that will be binding upon the corporation.

However, it was soon found that these foreign corporation laws could not constitutionally be enforced against all foreign corporations. It developed that the dividing line between corporations lawfully subject to such statutes and those exempt therefrom, turned upon whether the character of their business in the state constituted "interstate commerce" or "the doing of business" in such a manner as to localize the business and to make it an operation within the state, disassociated from mere soliciting of business or the shipping of goods directly from a foreign state to the particular state in question. Although the statement of this rule appears to be simple, its application to particular cases has proved very difficult and is constantly coming up for decision in the many state and federal courts of the United States. In our next talk, we expect to take up some of the leading cases shedding light upon what constitutes "interstate commerce" and is free from state restriction and what constitutes "doing business" so as to subject a foreign corporation to the necessity of compliance with foreign corporation laws.

Sam M. Wassell, at Little Rock, Arkansas, sometime ago several his connection with the government, having been employed in a legal capacity. He has been engaged in the practice since 1914, and is licensed in the Supreme Court of the United States at Washington, where he has appeared on several occasions. His practice consists of insurance, banking, corporation and jury litigation, as well as the power of financing agent.

THE TRADE ACCEPTANCE.

It is difficult, indeed practically impossible, to get universal agreement on such a question as "Should a small discount or a few days' additional time be given to a buyer for signing an acceptance."

There is a school of thinkers who assert that the trade acceptance carries such advantages to the seller as against the open account, that it is good business to give a substantial inducement for signing it. Another school asserts quite as emphatically that the trade acceptance offers, if we will, an escape from abuses which have been prevalent in credit granting, and that it is a mistake right in the initial stages of the acceptance movement to be easy-going about offering inducements to signers, and so lose the chance the acceptance gives to destroy these abuses.

L. W. Peterson, of the Gulbransen-Dickinson Company, Chicago, Illinois, recently declared that the objective in getting trade acceptances is to avoid the abuses which had grown up in the open account method, such as the giving of extra time, or, rather, the taking of it without permission, the giving of special discounts and concessions. If trade acceptances are secured through concessions, which are first cousins of old abuses, Mr. Peterson fails to see how progress has been made. He believes that it should be clearly stipulated in the terms of sale that the settlement is by trade acceptance, payable either in 30 or 60 days from date of invoice, whatever terms prevail, and that concerns which will not fall in with this plan should be weeded out; that if firms would turn down some business offered by those who will not abide by the regular acceptances a wholesome effect would be obtained. Fear, he says, has altogether too much control in the conduct of business-the fear of loss of an account. of injuring a customer's feelings. Whereas, a stand for fair dealing always gains the respect of customers. With their respect and confidence secured, their good-will will go with it. -The Credit Monthly.

Legal Ethics

By HON. GEORGE SHARSWOOD
Late Chief Justice of Pennsylvania

FOR more than half a century the universally accepted authority recommended everywhere by leading Judges and Lawyers

Comparatively the National Association of Retail Credit Men is 7,500 to 32,000 of the National Association of Credit Men; the latter is largely composed of wholesalers and has been organized over twenty-five years, while the former only eight years.

The field of the National Retail Credit men is unlimited in its possibilities. Think what we can do in point of increasing our membership. No one can gainsay that the retail interests are numerically twenty times as large in number of proprietors as the wholesalers. With the wholesale organization 32,000 membership we have prospects for 640,000 members. Assuming that we only acquire one out of every six for a member, we will have over 100,000 members.

In five years we should reach the goal of 100,000-what great results can be accomplished! The fruits it will bear shall cause us to be known and respected everywhere.

The wholesale credit men have universal team work. Co-operation and co-ordination cause their efforts to synchronize and crystallize results that are planned for the benefit of their interests.

The present bankruptcy law in 1910 had certain amendments written into it that were fathered by the wholesale credit. men and which related solely to their protection. False statement in writing to secure credit has been made a crime by laws enacted through their direction. Also certain federal laws relating to checks in interstate business have been enacted. Bulk sales laws in nearly every state in the United States. There is a multiplicity of other laws they have passed in the states and in Congress which conserve their wholesale credits and collections.

No active wholesale credit man thinks of withdrawing his membership and deprive his business of the beneficial information and protection afforded by his national association.

The interests of the wholesaler is one and different from that of the retailer-that is why the retail credit men eight years ago organized for themselves a national association for their retail interests in credits and collections.

What can the National Association of Retail Credit Men do for its members?

It can have enacted into law bad check laws similar to Virginia, Colorado Tennessee and other states, so the bad check drawers will have

no state they can ply their nefarious habits. Our bankruptcy law can be amended by prohibiting the filing of petitions oftener than once in ten years.

Prevent, under present bankruptcy law, the filing of petitions of persons not entitled to a discharge, and make same a crime.

Prevent persons from filing petitions in bankruptcy who do not have over five hundred dollars.

Prevent any persons from procuring a discharge in bankruptcy against debts made for necessaries.

Prevent any persons from procuring a discharge in bankruptcy against debts made for necessaries.

Prevent any person from scheduling any debt to a retailer made in ninety days before filing petition in bankruptcy.

In state legislation you can in different states have the following laws enacted:

Enlarge period of time against the running of limitation on accounts, notes and judgments. Have magistrates' judgments recognized, in sister states, same as courts of record.

Have laws on false pretense enlarged so that many oral false representations will be embraced and made a crime.

Have attachment and garnishment laws strengthened in different states so the creditor and not the debtor will be protected.

Have exemption laws changed in many states so the creditor will have something he may reach. Have uniform laws enacted in all the states where they have proved beneficial to retail credit men in some states.

The foregoing suggestions of remedial legislation both in state and federal laws are only introductory of many otherchanges and remedies that can be brought to the service of the retail credit men by a national strength reaching every county in our United States.

With an organization strength of 100,000 or more, we can prevail against the winds of adverse legislation and create a storm of strength that will cause all political parties to rise up and call us blessed.

Let us do things for each other by sharing our fruits with our neighbors and to do this, let us invite our neighbor's credit men to come in and sit at the table with us.

EAGLE "MIKADO"

PENCIL No. 174

For sale at your dealers

Made in five grades

NEW YORK

The question whether corporations are lawfully subject to statutes in the various states requiring the taking out of licenses or are exempt from such restrictions turns on whether the character of the business in the state constitutes "interstate business" or constitutes "the doing of busines" in such a manner as to localize the business and to make it an operation within the state.

It appears on the one hand that the Federal Government acting through Congress has supreme authority with reference to interstate commerce and on the other hand the authority of a state within its own sphere of intrastate commerce is likewise supreme. Mr. Justice Field in the case of County of Mobile v. Kimball (1880) (102 U. S. 691) said: "It is a matter of public history that the object of vesting in Congress the power to regulate commerce with foreign nations and among the States, was to insure uniformity of regulation conflicting and discriminating state legislation. The uniform

ity of commercial regulation, which the grant to Congress was designed to secure against conflicting state provisions was necessarily intended only for cases where such uniformity was practicable. Whether from the nature of the subject or from the sphere of its operation, the case is local and limited, special regulations adapted to the immediate locality could only have been contemplated. State action upon such subjects can constitute no interference with the commercial power of Congress, for when that acts the State authority is superseded." * "The States have as full control over their purely internal commerce as Congress among the several states and foreign nations." This internal commerce in a state has been designated as "intrastate commerce" as distinguished from "interstate commerce."

*

As to what shall constitute "intrastate commerce" each state has made its own definitions. These definitions are generally contained in decisions and not in the statutes of the several states. However, Kansas, Tennessee and South Carolina in their statutes have to some extent defined "doing business."

Sections 1724 and 1725 General Statutes of Kansas 1909 provide: "Every corporation organized under the laws of another state, territory or foreign country, that has an office or place of business within this state or a distributing point herein, or that delivers its wares or products to resident agents for sale, delivery, or distribution, shall be held to be doing business in this state within the meaning of this act."

Tennessee provides in Section 2546 of Shannon's Code that "each and every corporation created or organized under or by virtue of any government other than that of this state, for any purpose whatever, desiring to own property or carry on business in this state, of any kind-or character, shall first file in the office of the Secretary of State, a copy of its charter," etc.

South Carolina provides under Section 2665 of the Civil Code that "any and every such foreign corporation owning property or doing business

in the State" shall qualify.

The courts of the various states in defining what constitutes "doing business" have had to apply the particular statutes of their own state. These statutes are not entirely alike. However, it can safely be stated that these decisions are almost uniform on some subjects. Thus a large number of cases hold that, a single act or isolated transaction does not constitute "doing business" so as to require qualification. See Babbitt v. Field 6 Arizona 6; Jameson v. Simmonds Saw Company, 2 Cal. App. 582; Cooper Manufacturing Company v. Ferguson, 113 U. S. 727; Colo. Iron Works v. Sierra Grande Mining Company, 15 Colo. 499; William v. City of Tifton, 3 Ga. App. 445; Finch and Company v. Zenith Furnace Company, 245 Ill. 586; Lutes Company v. Wysong, 100 Minn. 112; Goode v. Colo. Investment Loan Company, 16 N. H. 468; Del. & Hudson Canal Company v. Mahlenbrock, 63 N. J. Law 281.

On the other hand it has been held in Alabama that a foreign corporation is absolutely prohibited from doing even a single act of business within the State without qualification, Muller Manufacturing Company v. First National Bank of Dothan, 57 So. Reporter 762, and in Nebraska it has been held that a single transaction which is a part of the ordinary business of the corporation and which indicated a purpose of carrying on in the State a substantial part of its dealings may constitute "doing business." Thomson v. Iowa State Traveling Men's Association, 88 Nebraska 399. In a Vermont case it is held that the test is not that it is a single transaction but that it is done with the intent to engage in business within the State, and if so, even a single act in the State is a violation of the statute of that state. International Text Book Company v. Lynch, 81 Vermont 101. Wisconsin holds that a single contract made by an unqualified foreign corporation violates the statute of that state, Southwestern Slate Company v. Stephens, 139 Wis. 616.

In the case of Cooper Manufacturing Company v. Ferguson, 113 U. S. 727, the United States Supreme Court says: "Reasonably construed, the constitution and statute of Colorado forbid not the doing of a single act of business in the State but the carrying on of business by a foreign corporation without the filing of the certificate and the appointment of an agent as required by statute. * The constitution requires the foreign corporation to have one or more known places of business in the State before doing any business therein. This implies a purpose at least to do more than one act of business. For a corporation that has done but a single act of business and purposes to do no more, can not have one or more known places of business in the State. * * The making

in Colorado of the one contract sued on in this case by which one party agreed to build and deliver in Ohio certain machinery and the other party to pay for it did not constitute a carrying on of business in Colorado. To require such a certificate as a prerequisite to the doing of a single act of business when there was no pur

CINCINNATI

GEORGE A. HAMMA

LAWYER-COLLECTIONS

Commerce Counselor, Loss, Damage and Overcharge Claim
Adjuster, Freight Claim Expert.
Interstate Commerce Cases a Specialty.

1335-1336 Union Trust Building. Phone Main 2080

pose to do any other business or have a place of business in the State, would be unreasonable and incongruous."

The United States Circuit Court of Appeals for the Ninth Circuit in the case of Doe v. Springfield Boiler & Manufacturing Company, 104 Fed. 684, said: "The question as to what kind of business by a foreign corporation within a State will justify a finding that it is engaged in business therein, and validate a service upon its agent, has been very thoroughly and elaborately discussed in the circuit and Supreme courts of the United States, and the general consensus of opinion is that the corporation must transact within the State some substantial part of its ordinary business by its officers or agents appointed and selected for that purpose, and that the transaction of an isolated business act is not the carrying on or doing business in a State."

In the next article of this series we expect to discuss the selling of goods through traveling salesmen as constituting either interstate or intrastate commerce.

Barnes, Magoon & Black, Lacon, Illinois, have opened offices at Peoria for the general practice of law at that point and adjoining counties, as well as in the United States courts.

Having Bought

Liberty Bonds

-KEEP THEM!

Major William A. Gett of Sacramento, Calif., recently procured for his client a verdict of $40,000 damages for personal injuries.

It appears that Bessie Bisinger, the plaintiff, entered the elevator in the building owner by Sacramento Lodge, Benevolent and Protective Order of Elks, at the basement floor of the building, and due to the fact that the operator of the elevator had not brought the floor of the elevator cage flush with the basement floor, Mrs. Bisinger tripped and fell upon the floor of the elevator with her left foot protruding outside the elevator cage, and while in this position the operator started the elevator upwards whereby the plaintiff's leg was caught between the floor of the elevator and the casing of the floor above and both the fibula and tibia bones broken.

It was contended by the defendant, first, that Mrs Bisinger was guilty of contributory negligence in entering the elevator when the same was not flush with the floor, and second, that the plaintiff had no right to be in the basement and hence there was no duty imposed upon the defendant to carry her in the elevator from the basement. Neither of these contentions, however, were sustained by the jury.

The verdict of the jury was the subject of considerable comment among the members of the local bar, as it is the largest judgment in a personal injury case ever rendered in Sacramento county. The attorney for the plaintiff has demonstrated that a good commercial lawyer knows how to reach the core of careful judgment and secure the attention of jurors, by reason of his careful consideration of the details of his work and attention to developing before the jury the facts of his case.