International Textbook Company v. Pigg
Argued April l, 1909
Decided April four, 1910
217 U.S. ninety one
The affordable construction of a state statute referring to overseas corporations doing business inside the kingdom does no longer consist of the doing of a unmarried act or the making of a single agreement, however does consist of a non-stop series of acts by means of an agent continuously in the state. Cooper Manufacturing Company v. Ferguson, 113 U. S. 727.
A foreign employer engaged in coaching by means of correspondence and which continuously has an agent in a nation securing scholars and receiving and forwarding the money acquired from them is doing enterprise inside the nation, and such a organisation does commercial enterprise in Kansas inside the which means of § 1283 of the overall statutes of that 1901.
Commerce is more than visitors; it's far sex, and the transmission of intelligence a few of the states cannot be obstructed or unnecessarily encumbered with the aid of state rules. Gibbons v. Ogden, 9 Wheat. 1; Pensacola Telegraph Co. v. Western Union Telegraph Co., 96 U. S. 1.
Intercourse or communication between humans in exceptional states through the mails and otherwise, and regarding topics of normal continuous enterprise, consisting of teaching by way of correspondence, and the making of contracts relating to the transportation thereof, is trade a few of the states inside the trade clause of the federal Constitution.
A nation statute which makes it a situation precedent to a foreign agency s accomplishing a valid department of interstate commerce to attain what nearly quantities to a license to transact such business is a burden and restriction upon interstate trade and as such is unconstitutional below the commerce clause of the federal Constitution, and so held as to the requirements of § 1283, General Laws of Kansas of 1901, when carried out to a overseas corporation sporting at the enterprise of coaching folks in that state through correspondence performed from the country in which it is prepared.
Quaere how far a foreign agency sporting on enterprise in a nation might also declare equality of remedy with people in appreciate to the right to sue and defend in the courts of that nation; however wherein a situation precedent to a overseas organisation s doing enterprise in any respect in a country is unconstitutional, the further condition that it cannot
Page 217 U. S. ninety two
preserve any movement within the courts of the state till it has complied with such unconstitutional condition is also troubled down as being inseparable therefrom.
Where a statute is unconstitutional in part, the complete statute need to be deemed invalid besides as to such elements as are so disconnected with the general scope that they may be separably enforced, and so held as to the provisions in § 1283 of the General Laws of Kansas of 1901 in opposition to a overseas agency s preserving any movement until it has complied with every other provision as to filing an in depth assertion which is unconstitutional as to foreign groups engaged in interstate commerce.
seventy six Kan. 328 reversed.
The information, which involve the constitutionality of 1283 of the General Statutes of Kansas of 1901, are said within the opinion.
Page 217 U. S. 99
217 U.S. 91
ERROR TO THE SUPREME COURT
OF THE STATE OF KANSAS
The reasonable production of a nation statute relating to foreign corporations doing enterprise inside the kingdom does not include the doing of a single act or the making of a single agreement, however does include a continuous series of acts by means of an agent continuously inside the country. Cooper Manufacturing Company v. Ferguson, 113 U. S. 727.
A foreign agency engaged in coaching by using correspondence and which constantly has an agent in a country securing students and receiving and forwarding the cash acquired from them is doing enterprise inside the kingdom, and this kind of organization does business in Kansas in the which means of § 1283 of the general statutes of that 1901.
Commerce is greater than visitors; it is intercourse, and the transmission of intelligence a number of the states cannot be obstructed or unnecessarily laden via state law. Gibbons v. Ogden, 9 Wheat. 1; Pensacola Telegraph Co. v. Western Union Telegraph Co., 96 U. S. 1.
Intercourse or conversation between folks in extraordinary states thru the mails and in any other case, and regarding matters of everyday non-stop enterprise, which include teaching through correspondence, and the making of contracts regarding the transportation thereof, is commerce a few of the states in the trade clause of the federal Constitution.
A state statute which makes it a circumstance precedent to a foreign organization s undertaking a valid department of interstate trade to gain what almost amounts to a license to transact such enterprise is a burden and limit upon interstate commerce and as such is unconstitutional underneath the commerce clause of the federal Constitution, and so held as to the necessities of § 1283, General Laws of Kansas of 1901, when applied to a overseas business enterprise sporting at the commercial enterprise of teaching men and women in that state with the aid of correspondence performed from the kingdom wherein it is prepared.
Quaere how a long way a overseas corporation sporting on enterprise in a state can also claim equality of remedy with individuals in respect to the proper to sue and guard inside the courts of that state; however in which a circumstance precedent to a overseas enterprise s doing commercial enterprise at all in a kingdom is unconstitutional, the similarly condition that it can't
hold any action in the courts of the kingdom till it has complied with such unconstitutional situation is also afflicted down as being inseparable therefrom.
Where a statute is unconstitutional in component, the entire statute should be deemed invalid besides as to such components as are so disconnected with the general scope that they may be separably enforced, and so held as to the provisions in § 1283 of the General Laws of Kansas of 1901 in opposition to a foreign employer s maintaining any motion until it has complied with every other provision as to submitting a detailed statement that is unconstitutional as to overseas companies engaged in interstate commerce.
76 Kan. 328 reversed.
The facts, which contain the constitutionality of 1283 of the General Statutes of Kansas of 1901, are stated in the opinion.
Page 217 U. S. ninety nine
MR. JUSTICE HARLAN brought the opinion of the Court.
This motion turned into introduced with the aid of the International Textbook Company in one of the courts of Kansas -- the court docket of Topeka -- to get over Pigg, the defendant in error, the sum of $seventy nine.60, with interest, as due the plaintiff under a written contract among him and that corporation, made in 1905. The case was tried upon agreed statistics, and judgment changed into rendered in favor of the defendant for his expenses. That judgment was affirmed in a state district court, which held that the plaintiff was not entitled to maintain the motion, and the latter judgment changed into affirmed by the Supreme Court of Kansas.
It is assigned for errors that the final judgment -- primarily based upon positive provisions of the statutes of Kansas, to be currently referred to -- became in violation of the enterprise s rights under the Constitution of the USA.
The data agreed to, the usage of drastically the language of the parties make substantially the subsequent case:
The International Textbook Company is a Pennsylvania corporation, and the proprietor of what's called the International Correspondence Schools at Scranton, in that commonwealth. Those schools have publications in architecture, chemistry, civil, mechanical, electrical, and steam engineering, English branches, French, German, mathematics and mechanics, pedagogy, plumbing, heating, telegraphy, and many other topics. It has a capital inventory, and the income springing up from its enterprise are distributed in dividends, or applied in any other case, because the business enterprise may also select. The govt offices of the employer, in addition to the teachers and teachers hired with the aid of it, live and workout their respective features at Scranton.
Page 217 U. S. one hundred
Its business is carried out through preparing and publishing preparation papers, textbooks, and illustrative apparatus for courses of observe to be pursued by using correspondence, and the forwarding, on occasion, of such courses and equipment to college students. In the behavior of its business, the employer employs nearby or travelling dealers, known as solicitor-creditors, whose responsibilities are you purchased and ahead to the organization at Scranton, from individuals in a distinctive territory, on blanks furnished by way of it, applications for scholarships in its correspondence faculties, and additionally to gather and forward to the agency deferred bills on scholarships. In order that applicants can also adapt programs to their needs, every solicitor-collector is kept informed through correspondence with the organisation of the costs to be gathered for the numerous scholarships supplied, and of the contract fees to be made for coins or deferred payments, in addition to the terms of charge perfect to the enterprise. In conformity with the contract among the corporation and its pupils, the scholarship and education papers, textbooks and illustrative apparatus called for below every generic application are sent by means of the organization from Scranton immediately to the applicant, and education is imparted with the aid of correspondence thru the mails, between the company at its office in that metropolis, and the applicant at his house in some other nation.
During the period protected by the present transaction, the organisation had a solicitor-collector for the territory that covered Topeka, Kansas, and he solicited college students to take correspondence courses inside the plaintiff s faculties. His workplace in Kansas changed into procured and maintained at his personal rate, for the motive of furthering the purchasing of applications for scholarships and the gathering of costs therefor. The company had no office of its very own in that kingdom. The solicitor-collector became paid a fixed salary by the organization and a commission at the variety of packages obtained and the collections made. He sent every day reports to the enterprise for his territory, those reviews showing that for March, 1906, the combination collections
Page 217 U. S. 101
on scholarships and deferred bills on subscriptions approached $500.
At the date of the agreement sued on, and on the time this fit turned into added, numerous humans in Topeka have been taking the plaintiff s direction of instruction via correspondence through the mails. The contracts for the ones courses were procured by way of its solicitor-collector assigned to duty in Kansas, and, as said, payments thereon were accrued and remitted by way of him to the plaintiff at Scranton.
The written settlement in query, signed by way of the defendant at Topeka, Kansas, and well-known by way of the organisation at Scranton, confirmed that he had subscribed for a scholarship protecting a course of coaching by using correspondence in commercial law, and had agreed to pay therefor $84, in installments. When this healthy turned into delivered, there remained unpaid on the major of that subscription the sum of $79.60.
The present motion became delivered to recover that sum, with interest, as due the agency beneath the defendant s agreement with it. The defendant did now not deny making the contract, nor that he changed into indebted to the corporation in the quantity for which he changed into sued. But it turned into adjudged, in conformity along with his competition, that, with the aid of cause of the organisation s failure to conform with sure provisions of the statutes of Kansas, it changed into not entitled to preserve this motion in a courtroom of Kansas.
We will now confer with the provisions of the Kansas statute beneath which the Textbook Company was held not to be entitled to keep the prevailing motion within the courts of the nation. The statute, the plaintiff alleges, can not be carried out to it with out violating its rights under the Constitution of the United States.
By § 1260 of the Kansas General Statutes of 1901, it's miles supplied, amongst different matters, that a company organized underneath the legal guidelines of any other kingdom, territory, or foreign us of a, and searching for to do commercial enterprise in Kansas, may additionally make utility to the kingdom charter board, composed of the legal professional wellknown, the Secretary of State, and the country bank commissioner, for "permission"
Page 217 U. S. 102
to have interaction in enterprise in that country as a overseas employer. It is essential that the application have to be observed by way of a rate of $25, and, as a situation precedent to acquiring authority to transact business within the nation, a company of any other state changed into required to file in the office of the Secretary of State its written consent, irrevocable, that manner towards it is probably served upon that officer. § 1261. In passing upon the application, the charter board is authorized to make special inquiry in connection with the solvency of the organisation, and in the event that they decided that such corporation became properly organized in accordance with the laws underneath which it was included, "that its capital is unimpaired, and that it's miles organized for a reason for which a home organisation can be prepared" in Kansas, then its software is to be granted, and a certificates issued, setting forth the fact that "the software has been granted, and that such foreign organisation may also interact in commercial enterprise on this nation." Before filing its charter or a licensed copy thereof with the Secretary of State, the organisation is required to pay to the country treasurer, for the advantage of the "permanent school fund," a targeted percentage of its capital inventory. §§ 1263, 1264. The ultimate-named section turned into the concern of extended examination in Western Union Tel. Co. v. Kansas, lately decided, 216 U. S. 1, and changed into held to be unconstitutional in its application to the Western Union Telegraph Company, searching for to do nearby enterprise in Kansas.
But the section which managed the decision by way of the country courtroom inside the gift case is § 1283, that's as follows:
"It shall be the obligation of the president and secretary or of the handling officer of each employer for profit, doing business in this country, except banking, insurance, and railroad companies, yearly, on or earlier than the first day of August, to put together and supply to the Secretary of State a complete distinct declaration of the situation of such organization on the 30th day of June subsequent previous. Such announcement shall set forth and show off the subsequent, particularly: 1st. The legal capital
Page 217 U. S. 103
stock. 2d. The paid-up capital stock. 3d. The par value and the market cost in keeping with percentage of said stock. 4th. A entire and precise announcement of the property and liabilities of the organization. fifth. A full and whole list of the stockholders, with the publish office address of every, and the variety of stocks held and paid for by means of every. sixth. The names and put up office addresses of the officials, trustees, or administrators and manager elected for the ensuing 12 months, together with a certificates of the time and manner in which such election become held . . . and the failure of such a agency to document the announcement in this section provided for within ninety days from the time provided for filing the same shall paintings the forfeiture of the constitution of any business enterprise organized underneath the laws of this nation, and the constitution board may additionally at any time thereafter, declare the constitution of such employer forfeited, and upon the declaration of this type of forfeiture, it will be the obligation of the attorney popular to apply to the district court of the right county for the appointment of a receiver to close out the commercial enterprise of such corporation, and such failure to document such assertion via any organization doing enterprise in this state, and not organized below the legal guidelines of this country, shall work a forfeiture of its proper or authority to do enterprise in this country, and the constitution board might also at any time claim such forfeiture, and shall forthwith submit such announcement inside the authentic kingdom paper. . . . No motion will be maintained or recuperation had in any of the courts of this kingdom by using any agency doing business on this state without first obtaining the certificates of the Secretary of State that statements provided for in this section [§ 1283] were nicely made."
Laws 1898, c. 10, § 12, as amended by way of Laws 1901, c. 125, § 3.
1. In view of the character and quantity of the enterprise of the International Textbook Company of Kansas, the first inquiry is whether the statutory prohibition against the keeping of an action in a Kansas court docket by means of "any organisation doing commercial enterprise in this [that] state" embraces the plaintiff company. It must be held, because the country courtroom held, that it does, for
Page 217 U. S. 104
it's miles conceded that the Textbook Company did no longer, earlier than bringing this suit, make, deliver, and file with the Secretary of State either the statement or certificates required by § 1283, and upon any reasonable interpretation of the statute, that employer, both on the date of the settlement sued on, and when this action turned into brought, should be held as "doing commercial enterprise" in Kansas. It had an agent in the state, who changed into employed to steady students for the schools carried out by means of correspondence from Scranton, and to acquire and ahead any cash received from such students. Its transactions in Kansas, by way of which it secured packages from severa persons for scholarships, had been no longer single or informal transactions, along with is probably deemed incidental to its widespread business as a foreign corporation, however have been elements of its normal enterprise continuously conducted in many states for the advantage of its correspondence schools. While the Supreme Court of Kansas has noticeably held that the statute did not embody single transactions that have been best by the way important to the enterprise of a overseas enterprise, it additionally adjudged that the enterprise executed via the Textbook Company in Kansas was not of that kind, but indicated a cause to frequently transact its business occasionally in Kansas, and consequently it turned into to be seemed as doing business in that country in the which means of the statute, and that it "was the purpose of the legislature that the kingdom ought to attain each continuous workout of a foreign franchise," and that it need to apply even in which the business of the foreign corporation changed into "only interstate commerce." Deere v. Wyland, 69 Kan. 255, 257-258; State v. Book Co., 65 Kan. 847; Thomas v. Remington Paper Co., sixty seven Kan. 599; Commission Co. v. Haston, 68 Kan. 749. In our judgment, those rulings as to the scope of the statute were accurate. They were in enormous concord with the construction positioned through this Court upon a Colorado statute somewhat much like the Kansas act. A statute passed in execution of a provision inside the Colorado Constitution required overseas corporations, as a situation in their authority "to do business" in that state, to make and file with the Secretary of
Page 217 U. S. a hundred and five
State a certificates protecting certain particular subjects. An Ohio corporation having made in Colorado a agreement for the sale of machinery, to be sent to it from the latter kingdom to Ohio, and the seller having did not perform the tract, a suit changed into introduced in opposition to him in the federal court docket, sitting in Colorado. One of the defenses became the failure of the Ohio organisation to make and report with the Secretary of State the certificates required by way of the Colorado statute earlier than it should be "authorized or authorised to do any business" in Colorado. It became essential to inquire whether the Ohio organisation, through cause of the above remoted agreement, did commercial enterprise in Colorado within the meaning of the Constitution and laws of the latter nation. This Court said:
"Reasonably construed, the Constitution and statute of Colorado forbid no longer the doing of a single act of enterprise in the state, however the wearing on of commercial enterprise via a foreign company without the submitting of the certificate and the appointment of an agent, as required by using the statute. . . . The making in Colorado of the one agreement sued on in this example, by means of which one birthday celebration agreed to build and deliver in Ohio sure equipment and the alternative celebration to pay for it, did not constitute a wearing on of enterprise in Colorado. . . . To require this type of certificates as a prerequisite to the doing of a unmarried act of business while there was no reason to do another commercial enterprise or have a workplace in the country would be unreasonable and incongruous."
Cooper Mfg. Co. v. Ferguson, 113 U. S. 727, 113 U. S. 728, 113 U. S. 734.
In view of the agreed records and the ideas introduced each with the aid of the Kansas splendid court docket and via this Court, we hold that, in the which means of § 1283 of the Kansas statute, the International Textbook Company become doing business in the latter country on the time the settlement in question changed into made, and turned into consequently within the phrases of that segment.
2. But this view as to the which means of the Kansas statute does now not always result in an affirmance of the judgment underneath, if, as the plaintiff contends, the enterprise in which it's miles often engaged is interstate in its nature, and if the statute,
Page 217 U. S. 106
by its important operation, materially or directly burdens that commercial enterprise.
It is genuine that the enterprise wherein the International Textbook Company is engaged is of a particularly exceptional man or woman, however, in our judgment, it become, in its vital traits, trade among the states in the that means of the Constitution of america. It involved, as already counseled, everyday and nearly non-stop intercourse between the Textbook Company, placed in Pennsylvania, and its pupils and dealers in Kansas and different states. That intercourse become carried out by using correspondence through the mails with such marketers and students. While this mode of imparting and acquiring an schooling might not be consisting of is usually adopted in this united states of america, it's miles a lawful mode to perform the treasured motive the events have in view. More than that, this mode -- searching on the contracts between the Textbook Company and its scholars -- involved the transportation from the nation wherein the faculty is placed to the state in which the pupil resides, of books, equipment, and papers, useful or essential inside the unique path of take a look at the pupil is pursuing, and in respect of which he's entitled, on occasion, with the aid of virtue of his contract, to records and path. Intercourse of that kind, among events in one of a kind states -- especially when it's far in execution of a valid contract between them -- is as an awful lot sex within the constitutional feel as intercourse through the telegraph -- "a new species of commerce," to use the words of this Court in Pensacola Telegraph Co. v. Western Union Telegraph Co., 96 U. S. 1, 96 U. S. 9. In the remarkable case of Gibbons v. Ogden, nine Wheat. 1, 22 U. S. 189, this Court, speaking through Chief Justice Marshall, stated: "Commerce, certainly, is traffic; however it's miles some thing greater; it's far sex." Referring to the constitutional electricity of Congress to modify commerce most of the states and with overseas nations, this Court said within the Pensacola case, just stated, that
"it isn't best the proper, but the responsibility, of Congress, to peer to it that intercourse among the states and the transmission
Page 217 U. S. 107
of intelligence aren't obstructed or unnecessarily laden via state legislation."
This precept has never been modified by using any next choice of this Court.
The equal notion become expressed in Western Union Tel. Co. v. Pendleton, 122 U. S. 347, 122 U. S. 356, where the Court stated:
"Other commerce offers handiest with folks, or with visible and tangible things. But the telegraph transports nothing seen and tangible; it consists of handiest ideas, desires, orders, and intelligence."
It become stated in the Circuit Court of Appeals for the Eighth Circuit, talking with the aid of Judge Sanborn, in Butler Bros. Shoe Co. v. United States Rubber Co., 156 F. 1, 17, that
"all interstate commerce isn't income of goods. Importation into one country from every other is the quintessential element, the take a look at, of interstate trade, and each negotiation, agreement, exchange, and dealing among residents of different states, which contemplates and reasons such importation, whether or not it's of goods, individuals, or data, is a transaction of interstate commerce."
If sex between people in distinctive states with the aid of telegraphic messages conveying intelligence or records is trade among the states, which no kingdom might also at once burden or unnecessarily encumber, we can't doubt that sex or conversation between men and women in special states, through correspondence through the mails, is trade most of the states inside the that means of the Constitution, specially in which, as here, such intercourse and verbal exchange truly relate to topics of normal, non-stop commercial enterprise, and to the making of contracts and the transportation of books, papers, etc., appertaining to such enterprise. In our further attention of this situation, we shall consequently count on that the enterprise of the Textbook Company, via correspondence via the mails and in any other case between Kansas and Pennsylvania, was interstate in its nature.
3. We ought to subsequent inquire whether or not the statute of Kansas, if carried out to the International Textbook Company, might directly burden its right via correspondence via the mails and with the aid of its marketers, to secure written agreements with
Page 217 U. S. 108
men and women in different states, wherein such persons, for a precious attention, settlement to pay a given amount for scholarships in its correspondence schools, and to have despatched to them, as discovered vital, sometimes, books, papers, equipment, and facts, wished in the prosecution, of their respective states, of the particular study which the scholar has elected to pursue under the guidance of people who conduct such colleges at Scranton? Let us see what effect the statute, with the aid of its vital operation, should have on the behavior of the business enterprise s business.
In the first area, it is made a circumstance precedent to the authority of a organisation of every other state, except banking, coverage, and railroad groups, to do business in Kansas, that it shall prepare, deliver, and file with the Secretary of State a detailed "assertion," displaying the quantity of the authorized, paid-up, par, and market fee of, its capital inventory, its assets and liabilities, a list of its stockholders, with their respective put up workplace addresses, and the shares held and paid for by means of every, and the names and submit office addresses of the officers, trustees, or directors and bosses.
In the following place, the statute denies to the corporation doing enterprise in Kansas the proper to keep an movement in a Kansas courtroom until it shall first obtain a certificates of the Secretary of State to the effect that the assertion required by means of § 1283 has been well made.
Was it capable for the state to prescribe, as a circumstance of the right of the Textbook Company to do interstate commercial enterprise in Kansas, such as become transacted with Pigg, that it should put together, supply, and report with the Secretary of State the assertion stated in § 1283? The above query must be spoke back in the bad upon the authority of former adjudications via this Court. A working example is Crutcher v. Kentucky, 141 U. S. 47, 141 U. S. 56-57, frequently stated and by no means certified by way of any subsequent decision. That case arose beneath a statute of Kentucky regulating businesses of foreign explicit companies. The statute required as a condition of the proper
Page 217 U. S. 109
of the agent of an express corporation no longer included with the aid of the legal guidelines of Kentucky, to do business in that commonwealth, to take out a license from the country auditor, and to make and record within the auditor s workplace a statement displaying that the organisation had an real capital of a given amount, both in coins or in safe investments, exceptional of fees. These requirements had been held by this Court to be in violation of the Constitution of the USA of their utility to foreign corporations engaged in interstate commerce. The Court stated:
"If the problem turned into one that appertained to the jurisdiction of the kingdom legislature, it could be that the requirements and conditions of doing business inside the country might be promotive of the public good. It is obvious, but, that it would be a law of interstate trade in its software to organizations or institutions engaged in that commercial enterprise, and that is a situation with belongs to the jurisdiction of the country wide, and now not the nation, legislature. Congress might absolutely have the right to exact from associations of that type any guaranties it'd deem essential for the public safety, and for the devoted transaction of commercial enterprise, and as it is within the province of Congress, it's miles to be presumed that Congress has accomplished, or will do, all this is essential and right in that regard. Besides, it isn't always to be presumed that the kingdom of its origin has unnoticed to require from one of these enterprise right guaranties as to capital and other securities vital for the general public protection. If a partnership corporation of individuals need to undertake to carry at the commercial enterprise of interstate trade among Kentucky and other states, it would not be in the province of the state legislature to precise situations on which they ought to carry on their commercial enterprise, nor to require them to take out a license therefor. To carry on interstate commerce is not a franchise or a privilege granted via the state; it's miles a proper which every citizen of america is entitled to workout under the Constitution and legal guidelines of america, and the accession of mere company facilities, as a depend of comfort in sporting on their enterprise,
Page 217 U. S. a hundred and ten
can't have the impact of depriving them of such proper, until Congress must see fit to interpose a few opposite law on the situation."
Again, within the equal case:
"Would every body fake that a kingdom legislature may want to prohibit a overseas business enterprise -- an English or a French transportation company, for example -- from entering its borders and touchdown items and passengers at its wharves, and soliciting items and passengers for a return voyage, without first acquiring a license from some country officer and filing a sworn assertion as to the amount of its capital inventory paid in? And why no longer? Evidently due to the fact the problem isn't within the province of nation regulation, however within that of country wide legislation."
Further, in the equal case:
"We do no longer assume that the problem is in any respect obviated with the aid of the truth that the explicit employer, as incidental to its main enterprise (which is to hold goods among unique states), does additionally some local enterprise through sporting goods from one point to every other inside the State of Kentucky. This might be pretty as plenty for the lodging of the humans of that kingdom as for the advantage of the enterprise. But whether so or no longer, it does no longer obviate the objection that the regulation as to license and capital inventory are imposed as situations at the corporation s sporting at the enterprise of interstate commerce, which became manifestly the predominant item of its agency. These regulations are actually a burden and a restrict upon that trade. Whether supposed as such or no longer, they operate as such. But taxes or license expenses, in proper faith imposed exclusively on explicit commercial enterprise carried on thoroughly in the state, would be open to no such objection."
To the same general effect are many other cases. Robbins v. Shelby County Taxing District, one hundred twenty U. S. 489; Leloup v. Mobile, 127 U. S. 640; Stoutenburgh v. Hennick, 129 U. S. 141; Lyng v. Michigan, 135 U. S. 166; McCall v. California, 136 U. S. 104; Norfolk & Western Railroad Co. v. Pennsylvania, 136 U. S. 114; Western Union Tel. Co. v. Kansas, 216 U. S. 1. It is genuine that the statute does now not, in phrases, require the organisation of any other country engaged in interstate trade to take
Page 217 U. S. 111
out what is technically "a license" to transact its business in Kansas. But it denies all authority to do enterprise in Kansas until the employer makes, provides, and documents a "statement" of the type mentioned in § 1283. The effect of such requirement is almost the same as if a proper license was required as a condition precedent to the proper to do such business. In either case, it imposes a condition upon a employer of another nation searching for to do business in Kansas which, within the case of interstate enterprise, is a law of interstate commerce and without delay burdens such trade. The state can't consequently burden interstate commerce. It follows that the specific clause of § 1283 requiring that "statement" is unlawful and void.
In this connection, it is to be found that, by way of the statute, the doors of Kansas courts are closed towards the Textbook Company unless it first obtains from the Secretary of State a certificate showing that the "announcement" cited in § 1283 has been well made. In different phrases, even though the Textbook Company can also have a legitimate settlement with a citizen of Kansas, one directly arising out of and related with its interstate business, the statute denies its proper to invoke the authority of a Kansas court docket to put into effect its provisions except it does what we hold it changed into no longer, below the Constitution, sure to do -- particularly, make, supply, and file with the Secretary of State the declaration required by way of § 1283. If the kingdom may want to, beneath any situations, legally forbid its courts from taking jurisdiction of a suit delivered by means of a corporation of any other nation, engaged in interstate enterprise, upon a legitimate agreement bobbing up out of such enterprise, and made with it via a citizen of Kansas, it couldn't impose on the company, as a situation of its authority to hold on its interstate enterprise in Kansas, that it shall make, deliver, and file that assertion with the Secretary of State, and obtain his certificate that it have been nicely made. This Court held in Chambers v. Baltimore & Ohio Railroad Co., 207 U. S. 142, 207 U. S. 148, that a nation may, problem to the regulations of the federal Constitution, "determine the limits of the jurisdiction of its courts, and the individual of the
Page 217 U. S. 112
controversies which shall be heard in them." But it also said in the equal case:
"The proper to sue and guard within the courts is the alternative of pressure. In an prepared society, it is the right conservative of all different rights, and lies at the foundation of orderly authorities. It is one of the highest and maximum vital privileges of citizenship, and ought to be allowed by each nation to the citizens of all other states to the perfect extent that it is allowed to its personal citizens. Equality of treatment on this respect is not left to rely upon comity among the states, however is granted and protected with the aid of the federal Constitution."
How some distance a corporation of 1 kingdom is entitled to claim in some other state, in which it's far doing commercial enterprise, equality of remedy with individual citizens in appreciate of the right to sue and shield within the courts is a query which the exigencies of this example do not require to be absolutely decided. It is enough to say that the requirement of the declaration stated in § 1283 of the statute imposes a right away burden on the plaintiff s right to interact in interstate business, and therefore is in violation of its constitutional rights. It is the installed doctrine of this Court that a kingdom won't, in any shape or under any guise, immediately burden the prosecution of interstate business. But this sort of burden is imposed while the enterprise of some other country, lawfully engaged in interstate commerce, is required, as a circumstance of its right to prosecute its commercial enterprise in Kansas, to make and record a announcement placing forth certain records which the country, confessedly, couldn't manage via law. It consequences that the availability as to the declaration stated in § 1283 need to fall before the Constitution of the USA, and with it -- consistent with the mounted policies of statutory creation -- should fall that a part of the identical segment which gives that the acquiring of the certificates of the Secretary of State that such assertion has been nicely made will be a situation precedent to the proper of the plaintiff to maintain an movement within the courts of Kansas. Section 1283, searching on the object for which it changed into enacted, ought to be appeared as an entirety. These
Page 217 U. S. 113
elements of the statute are so linked with and dependent upon each other that the clause relating to movements delivered inside the courts of Kansas can not be separated from the prior clause inside the identical segment referring to the declaration to be filed with the Secretary of State, and the former left in force after the latter is stricken down as invalid. As the clause approximately fits inside the courts of Kansas expressly refers to the earlier clauses within the equal segment prescribing the assertion to be filed with the Secretary of State, the clause regarding fits might be meaningless with out reference to the latter. We cannot suppose, from the phrases of the statute, that the legislature might have followed the law about actions inside the state courts except for the motive of implementing the earlier clause within the identical section referring to the declaration to be filed with the Secretary of State. The several elements of the phase aren't capable of separation if impact be given to the legislative cause. It is properly settled that, if a statute is in part unconstitutional, the entire statute need to be deemed invalid if the components now not held to be invalid are so connected with the overall scope of the statute that they can not be one after the other enforced, or, in that case enforced, will now not effectuate the occur reason of the legislature. In Allen v. Louisiana, 103 U. S. 80, 103 U. S. 84, this Court referred with approval to what Chief Justice Shaw stated on this point in Warren v. Mayor &c., 2 Gray, eighty four. Referring to the guideline acquiring in instances of statutes in part constitutional and in component unconstitutional, that eminent jurist said:
"But, if they're so together linked with and dependent on each other, as conditions, concerns, or compensations for each other, as to warrant a belief that the legislature supposed them as a whole, and that, if all couldn't be carried into impact, the legislature could not pass the residue independently, and a few components are unconstitutional, all the provisions which might be hence dependent, conditional, or linked, ought to fall with them."
See additionally Poindexter v. Greenhow, 114 U. S. 270; Spraigue v. Thompson, 118 U. S. ninety; Huntington v. Worthen, 120 U. S. ninety seven.
Page 217 U. S. 114
It results that, because the a part of § 1283 which pertains to the declaration to be filed with the secretary is unconstitutional, and because the clause inside the identical section relating to suits in the nation courtroom is so established upon and related with that element as to be meaningless when standing by myself, the phase need to be held inoperative in all its elements, and as no longer being within the manner of the enforcement in any state courtroom of ready jurisdiction of the plaintiff s proper to a judgment against the defendant for the quantity conceded to be due from him to the Textbook Company underneath his agreement. The judgment have to be reversed and the case remanded for in addition lawsuits now not inconsistent with this opinion.
MR. JUSTICE MOODY heard the argument of this example, participated in its choice in conference, and approves the reversal of the judgment upon the grounds said on this opinion.
THE CHIEF JUSTICE and MR. JUSTICE McKENNA dissent.
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