It should be added that even though a corporation does business in violation of a statute, and in consequence thereof becomes unable to enforce the obligation of the other party under a contract, it is not itself excused from liability upon its own obligation.15 The corporation, however, whether sued directly upon the contract or on other grounds, may set up by way of defence the terms of such a contract;l5a and when the other party to the contract has repudiated his obligations the corporation may recover anything which it has transferred under the contract."15b
14h Lauter v. Jarvis-Conklin Ac. Co., 86 Fed. 894, 20 C. C. A. 473; McMann r. Walker, 31 Colo. 261, 72 Pac. 1055; Rhodes v. Elberton Ac. R. Co., 16 Qa. App. 426,85 S. E. 611; Katz v. Herrick, 12 Idaho, 1, 86 Pac. 873; Northwest Thrasher Go. v. Riggs, 75 Kans. 518,80 Pac. 021; Williams v. Cheney, 3 Gray, 215; Hart v. Livermore Foundry & Mach. Co., 72 Miss. 809, 17 So. 760; National Bank of Commerce v. Pick, 13 N. Dak. 74, 00 N. W. 63; Edwards v. Hambly Fruit Products Co., 133 Tenn. 142, 180 S. W. 163; State Bank of Chicago v. Holland, 103 Tex. 266, 126 S. W. 564; Carrollton Press Brick Co. v. Davis (Tex. Civ. App.), 165 S. W. 1046. A contrary decision is Hogan v. Intertype Corporation, 136 Ark. 52, 206 S. W. 58.
15 Diamond Glue Co. v. U. S. Glue Co., 187 U. S. 611, 47 L. Ed. 328, 23 8. Ct. 206, and authorities therein referred to. See also Citizens' Nat. Bank v. Bucheit (Ala. App.), 71 So.
82 (cert, denied 72 So. 1010); Commercial Nat. Bank v. Jordan (Fla.), 71 So. 760; Ryerson v. Shaw, 277 111. 524, 530, 115 N. E. 650; Ross v. New South Farm & Home Co., 191 111. App. 353; Cashin v. Pliter, 168 Mich. 386, 134 N. W. 582, Ann. Cas. 1913 C. 697; Gaul v. Keil & Arthe Co., 199 N. Y. 472, 92 N. E. 1069; Morgan v. Dayton Coal & Iron Co., 134 Tenn. 228, 183 S. W. 1019. In Ryerson v. Shaw, 277 HI. 524, 115 N. E. 650, it was held that any officer or agent of a corporation negotiating a contract in Illinois in its behalf while it had failed to comply with the local statute became personally liable on the contract. It would seem that an implied warranty of authorization was the true ground of liability. See supra, Sec. 282.
15a Thus in Jones v. Wells-Fargo Co.,
83 N. Y. Misc. 145 N. Y. S. 601, an express company when sued was allowed to set up a limitation of liability contained in its contract. In Carrier Engineering Corp. v. International Mfg. Co., 104 N. Y. Misc. 191, 171 N. Y. S. 641, the defendant corporation was even allowed to counterclaim.