MUNDAY v. WISCONSIN TRUST CO.(1920)
Messrs. Walker Bachrach and Hamilton Moses, both of Chicago, Ill., for plaintiffs in error.
Mr. Justice McREYNOLDS delivered the opinion of the Court.
The court below declared null and void two separate deeds whereby defendants in error undertook to convey to the Realty Realization Company, a Maine corporation, certain land in Wisconsin upon the ground that the grantee had failed to comply with the statute of the state prescribing conditions under which foreign corporations might acquire title to property therein. The deeds were dated and delivered in Illinois February 28, 1913. A subsequent deed from the Realty Company and a mortgage by its grantee were also declared ineffective, but they need not be separately considered here. Wisconsin Trust Co. v. Munday, 168 Wis. 31, 168 N. W. 393, 169 N. W. 612.
At the time of the transactions in question the applicable statutory provisions concerning foreign corporations were subsections 2 and 10 of section 1770b, Wisconsin Statutes 1911, which follow:
The original proceeding was instituted March 30, 1913. While it was pending in the circuit court the Realty Company complied with section 1770b and obtained a license to do business and hold property in Wisconsin- October, 1915.O n May 11, 1917, the Legislature enacted Chapter 211, Laws of 1917, which amended subsection 1 of section 1770j of the statute to read:
Plaintiffs in error unsuccessfully challenged the validity of section 1770b upon the ground of conflict with the contract clause, section 10, article 1, of the federal Constitution and the due process clause of the Fourteenth Amendment. They further insisted that if section 1770j as amended by chapter 211, Laws of 1917, was not so applied as to validate the deeds in question, rights, privileges, and immunities guaranteed to them by the Fourteenth Amendment would be infringed.
Obviously, no impairment of any federal right resulted from the construction placed upon section 1770j as amended in 1917. Whether that section did or did not validate a contract theretofore unenforceable was a question for the [252 U.S. 499, 503] state court finally to decide-it involved no right under the Constitution or laws of the United States.
Section 1770b was enacted prior to the transactions here in question and the settled doctrine is that the contract clause applies only to legislation subsequent in time to the contract alleged to have been impaired. Cross Lake Shooting & Fishing Club v. Louisiana, 224 U.S. 632, 639 , 32 S. Sup. Ct. 577.
In support of the claim that subsection 10, section 1770b as construed by the court below conflicts with the due process clause it is said:
Allgeyer v. Louisiana, 165 U.S. 578, 591 , 17 S. Sup. Ct. 427, is relied upon as adequate authority to support the point presented; but we think it is wholly irrelevant.
Where interstate commerce is not directly affected, a state may forbid foreign corporations from doing business or acquiring property within her borders except upon such terms as those prescribed by the Wisconsin statute. Fritts v. Palmer, 132 U.S. 282, 288 , 10 S. Sup. Ct. 93; Chattanooga National Building & Loan Association v. Denson, 189 U.S. 408 , 23 Sup. Ct. 630; Interstate Amusement Co. v. Albert, 239 U.S. 560, 568 , 36 S. Sup. Ct. 168.
No interstate commerce was directly involved in the transactions here questioned. Moreover, this court long ago declared:
The judgment of the court below is