Munday v. Wisconsin Trust Co.

Background

In 1913 two deeds transferred Wisconsin land to the Realty Realization Company, a Maine corporation; the deeds were dated and delivered in Illinois. A Wisconsin court later declared those deeds void because the company had not complied with a state law requiring foreign corporations to file their charter and obtain permission before acquiring property. The original case began in March 1913; the company later obtained a license in October 1915, and the legislature amended the statute in 1917 to relieve some disabilities for earlier acquisitions.

Reasoning

The Court considered whether Wisconsin’s rule—making contracts affecting property void when a foreign corporation had not registered—violated the federal Constitution. The Court said the state law existed before the 1913 deeds, so the federal contract clause did not protect the transactions. It also held that a State may set conditions for foreign corporations to do business or hold land within its borders and that title to land is governed by the law of the place where the land sits. The lower court’s decision voiding the deeds was therefore affirmed.

Real world impact

The decision confirms that States can require out‑of‑state companies to register before they acquire or hold land and may void transfers that ignore those rules. Whether a later state law change validates past transfers is a matter for state law, not the federal Constitution. This ruling primarily affects foreign corporations, property buyers, and sellers doing cross‑border deals with state land rules.