The legislative intent may be summed up to be that a foreign corporation complying with all the requirements of law relative to its doing business in this state shall be as amenable to the laws of this state, and in duty bound to obey them as though it were a domestic corporation.
The legislative intent is also clear and plain that a foreign corporation doing business in this state, but unwilling to place itself in the position of being amenable to the laws of this state, cannot use the courts of the state to institute an action on a contract made here by it.
Harsh as this bar to enforcement of its contract rights by a foreign corporation may seem to be, it can only arise by reason of such corporation's own volition. If such foreign corporation chooses to do business in this state without affording the protection to both the State, as well as to those with whom it contracts, as it is required to do by the statute, by the same choice it has foregone the enforcement of its contractual rights in the Vermont court.
It cannot be said that the purpose of these statutes is to unjustly enrich one with whom the foreign corporation has contracted. Such person is given no right to bar suit against him. It is only the corporation itself, through its failure or refusal to accept the statutory requirements that can bring into effect the bar against its enforcement in court of its contractual rights.
We now must consider plaintiff's contention that all of what we have just said may apply to non-complying foreign corporations attempting to enforce an executory contract in this State, but is not applicable to an action brought by such corporation on a contract fully executed, as here. Plaintiff cites to us the case of Roberts et al. v. W. H. Hughes Co. in support of its argument that the bar is not applicable to its suit here on a completed contract.
The language of this Court in Hughes, upon which plaintiff's position is taken, is 'The orators' brief treats the transaction between Hughes and the company as an executed contract, as it evidently is; and it is held that a prohibition of this character will not prevent the corporation from maintaining or defending suits to protect its rights under a contract fully executed.'
In Hughes, contrary to the present case before us, the non-conforming foreign corporation was a defendant in the action there brought. The question presented was whether a foreign corporation which is prohibited from maintaining a suit may defend one brought against it. The Court then plainly stated: 'Our statute prevents the enforcement of the contract, but does not declare the contract void.' It is the enforcement of a contract that the corporate plaintiff seeks here and this the statute prevents, as was held in Hughes.
The lower court, having found that the plaintiff foreign corporation doing business in Vermont did not possess the certificate of authority required by the statute for it to transact business in Vermont, lacked the necessary support in its findings of fact for us to affirm its judgment here. For the reason that the judgment below must be reversed, no consideration is necessary of other exceptions briefed by the defendant. The entry is 'Judgment reversed and the cause dismissed'.