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THE

American Law Review.

SEPTEMBER-OCTOBER, 1916.

ENFORCEABILITY OF CONTRACTS OF
UNREGISTERED FOREIGN CORPORATIONS.

The effect upon contracts and legal rights of the doing of business within a State by a foreign corporation which has not complied with the foreign corporation laws of the State has been a fruitful source of litigation. The decisions of the various States are hopelessly irreconcilable. The practicing lawyer who desires to advise his client correctly on this subject must consult the latest decisions and statutes of the particular States.

Within recent years many of the States have enacted statutes expressly providing that contracts entered into by unqualified foreign corporations are to be held void or unenforceable at the suit of such corporations; while other States have expressly provided that failure to qualify shall not affect the validity of any contract. To the courts, however, are left the questions of determining what effect the statutes are to have in the Federal courts and those of. other States, and what effect is to be given to the conduct of parties acting on such contracts before or after complying with the State law.

Each State has the' power to determine for itself what the contract rights of a foreign corporation doing business within its borders shall be, so long as the State does not impose direct burdens upon interstate business and the

VOL. L. 41 (641)

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