A related question arises under a New York statute which makes it a penal offence for one doing business to add the words "& Company" to his name as a business designation unless those words represent an actual partner or partners. It has been repeatedly held in construing the statute that a contract made by a person doing business in violation of the statute is binding and enforceable by him unless at least in the formation of the particular contract in question the defendant was deceived and relied on the credit of other partners supposed to exist.16 libLasswell Land & Lumber Co. v. Lee Wilson 6 Co., 236 Fed. 322, 149 C. C. A. 454 (Mo.). In Dunlop v. Mercer, 156 Fed. 545, 86 C. C. A. 435 (Minn.), a foreign corporation which without compliance with Minnesota statutes had made a conditional sale in Minnesota was allowed to re-claim the property on the buyer's default; and in United Shoe Machinery Co. v. Ramlose, 231 Mo. 510,132 S. W. 1133, under similar circumstances the corporation was allowed to reclaim leased property. See further as to the right of a foreign corporation to bring action to protect its property: Junction Placer Min. Co. v. Reed, 28 Idaho, 219, 153 Pac. 564.
In Denton v. Booth, 202 Mich. 215, 168 N. W. 491,2 A. L. R. 114, the court had under consideration the effect of a statute requiring registration of the names of the partners etc. on an action for the recovery of property the sale of which was under negotiation. The court said (p. 493): "Under the finding of the jury that no completed sale had been made it follows that there was no contract to rescind, and that when the demand was made for the return of the horses to the plaintiffs, defendants were holding them, not under any title acquired by the antecedent negotiations of a sale, but simply pending those negotiations.
"Coming, then, to the provisions of the statute, can it be said that the members of a copartnership who have failed to comply with the law in filing a certificate in writing with the county clerk containing the required information as to the details of the copartnership are prevented from using the courts of the state for the purpose of redressing a wrong? We think not. It would, we think, hardly be claimed that, had defendants stolen the 13 horses from a barn of the plaintiffs, the plaintiffs, even though they had not filed the certificate required by law, could not have maintained an action in replevin or for a wrongful con* version of the animals. We are not unmindful of the fact that we have held (Maurer et al. p. Greening Nursery Co., 199 Mich. 522, 526, 165 N. W. 861) that the members of a copartnership who have not complied with the act cannot prosecute an action under a contract. We do not think however, that the effect of this statute should be extended, it being in plain derogation of common-law rights."
16 Gay v. Seibold, 97 N. Y. 472, 49