1 Reported in 98 P.2d 318. The plaintiff, as assignee of John Lucas Co., Inc., brought this action on an account stated. By way of affirmative defense, defendants alleged that John Lucas Co., Inc., was a Delaware corporation and that the transactions out of which the account arose
". . . were transactions which took place between the said John Lucas Co., Inc., doing business within the state of Washington. . . and the defendant, within the state of Washington.
"That at no time . . . did the said John Lucas Co., Inc., . .. qualify to do business as such within the state of Washington; nor did the said John Lucas Co., Inc., pay the corporate license fee required *Page 415 of foreign corporations doing business within the state of Washington . . . and at no time . . . did the said John Lucas Company, Inc., comply with the statutes of the state of Washington relative to foreign corporations doing business within the state of Washington."
The case is here upon the findings of the trial court upon which judgment was entered in favor of the plaintiff.
Among others, the trial court made the following findings:
"That the plaintiff is the Assignee for collection of the claim of John Lucas Co., Inc., against the defendants, which claim is more particularly hereinafter set forth. . . .
"That at all times . . . John Lucas Co., Inc., a Delaware corporation, . . . was doing business in the state of Washington, during which period said John Lucas Co., Inc., paid no fees to the state of Washington; and during said time failed to complywith Washington statutes relative to foreign corporations doingbusiness in Washington; that the transactions between John Lucas Co., Inc., and defendants out of which the above described indebtedness arose were intra state transactions. . ."
[1] Under the findings, the sole question to be determined is whether plaintiff, as assignee, may maintain the action which could not be maintained by its assignor by reason of the latter's failure to comply with the laws of this state with respect to the privilege of foreign corporations to carry on intrastate business.
But for two of our own decisions, there could be no doubt about the answer. For it is generally, if not universally, held that the assignee cannot maintain an action in cases where the foreign corporation, by reason of failure to comply with the laws of the forum, could not maintain the action. 17 Fletcher Cyc. Corporations, § 8523; 14a C.J. 1305; Halsey v. Henry Jewett *Page 416 Dramatic Co., 190 N.Y. 231, 83 N.E. 25, 123 Am. St. 546; Deanv. Caldwell, 141 Ark. 38, 216 S.W. 31; Lewis v. Club RealtyCo., 264 Mass. 588, 163 N.E. 172; Union Stock Yards Nat. Bankv. Bolan, 14 Idaho 87, 93 P. 508, 125 Am. St. 146; New StateLand Co. v. Wilson, 150 S.W. (Tex.Civ.App.) 253; Flinn v.Gillen, 320 Mo. 1047, 10 S.W.2d 923. These holdings are based upon a principle that has always been regarded as axiomatic: That the rights of an assignee to recover upon choses in action and nonnegotiable contracts is coextensive with that of the party from whom he takes, but no greater. National Bank of Commerce v.Pick, 13 N.D. 74, 99 N.W. 63. The principle is just as applicable with respect to a plea in abatement as with respect to a plea upon the merits. Lewis v. Club Realty Co., supra.
But respondent asserts that we have held otherwise in the cases of Pacific Drug Co. v. Hamilton, 71 Wash. 469, 128 P. 1069; and Marshall v. Pike, 145 Wash. 348, 260 P. 531. It must be admitted that the assertion is at least partially well founded. For, explicitly in the Marshall case and by implication in thePacific Drug Co. case, it is held that a plea in abatement, good as against an assignor corporation, will not bar an action by its assignee. But it does not follow that the cases are of compelling authority in deciding the case at bar.
It is true that, in those cases, an assignee in each instance was allowed to maintain an action which could not have been maintained by the assignor corporation because of its failure to pay its annual license fee in compliance with Rem. Rev. Stat., § 3842 [P.C. § 4647]. There is a feature common to both those cases which, to our minds, distinguishes them from the case at bar. The assignor in each case was a domestic corporation which, so far as the record shows, had complied with all laws relating to its corporate status save Rem. Rev. *Page 417 Stat., § 3842. (Parenthetically, we may say that, notwithstanding it was said in the Pacific Drug Co. case that the question of the corporate existence of Lowman Hanford Company, the assignor, was of no consequence, an examination of the record in that case discloses that the trial court found as a fact that Lowman Hanford Company was a Washington corporation.) In other words, all that prevented the assignor corporation in each of those cases from maintaining the action itself was its failure to pay its annual license fee. But here the assignor corporation not only has failed to pay an annual license fee, but has failed to comply with any of the laws prerequisite to the right of foreign corporations to engage in intrastate business. Without rendering itself amenable to the laws of this state, it nevertheless asks the protection of the state's courts. To admit the assignee's right to maintain this action would, in effect, permit a foreign corporation, in contravention of Art. XII, § 7 of the constitution, to transact business in the state on more favorable conditions than are prescribed by law to similar corporations organized under the laws of this state.
Accepting the principle laid down in Pacific Drug Co. v.Hamilton and Marshall v. Pike as correct, under Rem. Rev. Stat., § 191 [P.C. § 8272], with respect to the right of an assignee to maintain the action when the assignor, a domestic corporation, could not, we think it would be against public policy to extend the same right to the assignee of a foreign corporation which has not complied in any respect with the laws of this state.
The judgment is reversed, and the cause remanded with directions to dismiss the action.
MAIN, GERAGHTY, and BEALS, JJ., concur.
MILLARD, J., concurs in the result. *Page 418