Opinion No. 61.
LUMBER IS ACCEPTED UNLESS REJECTED PROMPTLY.
Question.—A retailer goes away leaving his son in charge of the business. The son asks us to ship a car of lumber and we sell it to him, acting for his father, invoicing the car and mailing the bill of lading. The car arrives, the son surrenders the bill of lading to the railroad and orders the car placed on his father’s siding for unloading. For some reason the son decides not to unload the car before the arrival of the father, which will be in about a week. When the father arrives he claims the lumber is not up to grade and refuses to accept same, unless we make an allowance. Does not the acceptance of the bill of lading and its surrender to the railroad constitute a delivery of the lumber and entitle us to our money without question whether we are right or wrong about the quality of the lumber? It is possible, of course, that a very small proportion of this lumber may be a little off, but the difference is very slight, and would show only the difference that any two inspectors would make in going over the car of lumber.
Reply: A buyer of goods is bound to inspect them with reasonable promptness, after he has an opportunity to do so, and then accept or reject them at once. Reasonable promptness is greater promptness than was shown in this case, unless there were some unusual facts in connection with it of which we are not informed. A buyer is seldom justified in delaying his inspection beyond the next day after arrival of the goods. If he does not reject the goods with reasonable promptness, whether he sees fit to inspect them or not, then he is held to an implied acceptance. They are placed in his hands. He may do as he likes about examining them, but he must reject them promptly, if he is to reject them at all. If he does not reject them promptly any remedy he may have had is gone unless the goods were sold to him under a warranty of quality.
Opinion No. 62.
NEW YORK INCORPORATION LAW.
In view of a recent decision regarding the corporation law of New York State and its probable effect upon foreign corporations doing business in this State, we have asked our attorney in New York for information, and the following is submitted:
“At the end of January last there was handed down a decision in the Court of Appeals, which was later printed in 190 N. Y., settling the disputes which had arisen as to the necessity for obtaining certificates of license to do business in this State as a condition precedent to suing here.
“It holds that in compliance with the General Corporation Law it must be alleged and proved by a foreign corporation in order to establish a cause of action in the courts of this State. The cases holding otherwise, should be regarded as overruled and the conflict of authority ended.
“And it is further held that an objection to a complaint on this ground is not waived by the failure to raise it in the defendant’s pleadings, but can be raised at any time.