The plaintiff in error, David Lupton's Sons Company, a Pennsylvania corporation, was engaged in the business of manufacturing and installing metal window frames and sash. Its factory was in Pennsylvania. In 1905 it entered into a contract in New York with the defendant, the Automobile Club of America, by which it agreed to manufacture and to place in position frames and sash for the defendant's building, to be erected in the city of New York, for the sum of $10,344. While the Lupton Company was putting in the frames a strike occurred, and all the other persons employed by the defendant in the construction of the building stopped work on account, as it is found, 'of the character and condition of labor' employed by the Lupton Company, and the material it furnished, of which complaint had been made by a New York labor union. After various negotiations, the defendant-under an adjustment by the architect, and in order to get its building constructed-employed another concern to complete the work embraced in the contract with the Lupton Company. The latter received, for what it did, $5,837.72; the defendant paid for the completion $3,796.76; and if this were credited against the contract price there would remain a balance of $709.52.
The Lupton Company, insisting that it was wrongfully prevented from performance, brought this suit in the circuit court of the United States to recover the sum of $5,000 as the damages sustained by the alleged breach. The defendant pleaded several defenses, as well as a counterclaim for damages for breach by the plaintiff. Among the defenses was one that the Lupton Company could not maintain this action because it was a foreign corporation doing business in the state of New York without a certificate of authority, in violation of § 15 of the general corporation law of that state. Laws of 1890, chap. 563, § 15; Laws of 1892, chap. 687, § 15, as amended.
Upon written stipulation the action was referred to a referee to hear and determine the issues. The referee reported his findings of fact and conclusions of law, holding that the contract was void under the statute and that the complaint should be dismissed. Upon the plaintiff's application, the report was recommitted in order that further findings might be proposed. The referee then passed on numerous requests submitted by the plaintiff, and on the filing of his supplemental report, which left unchanged the original conclusions of law, judgment was entered for the defendant. The Lupton Company brings the case here on writ of error to the circuit court, upon the ground that the New York statute, as applied to the transaction in question, was in contravention of the Constitution of the United States, as an unwarrantable interference with interstate commerce.
As the trial was had before the referee, pursuant to the stipulation, the only question presented here is whether there is any error of law in the judgment rendered by the court upon the facts found by the referee. The findings of fact are conclusive in this court. We cannot review any of the exceptions to these findings or to the refusal of the referee to find facts as requested. Roberts v. Benjamin, 124 U.S. 64, 71, 74, 31 L. ed. 334, 336, 337, 8 Sup. Ct. Rep. 393; Shipman v. Straitsville Min. Co. 158 U.S. 356, 361, 39 L. ed. 1015, 1016, 15 Sup. Ct. Rep. 886; Chicago, M. & St. P. R. Co. v. Clark, 178 U.S. 353, 364, 44 L. ed. 1099, 1105, 20 Sup. Ct. Rep. 924; Hecker v. Fowler, 2 Wall. 123, 17 L. ed. 759; Bond v. Dustin, 112 U.S. 604, 28 L. ed. 835, 5 Sup. Ct. Rep. 296; Paine v. Central Vermont R. Co. 118 U.S. 152, 158, 30 L. ed. 193, 195, 6 Sup. Ct. Rep. 1019.