“A little later the court also held that this rule applied just as much as to the assignee of a foreign corporation’s claim, except as to negotiable paper taken in good faith from the corporation before maturity.
“It follows that any foreign corporation desiring to do business in New York, whether on a large or small scale, must comply with the statute and take out a license and pay the franchise at the end of the first year, and I suggest that this should be brought to the attention of your foreign lumber corporations.”
(If further information is wanted by any members whose business is incorporated under a State law other than New York, we shall be pleased to hear from them.)
Opinion No. 63.
NEW JERSEY INCORPORATION LAW.
Question.—Under New Jersey laws a New York corporation doing business in New Jersey must register in Trenton. We did a large amount of business before we were aware of this, but ultimately registered. In suing one of our customers we were nonsuited because we were not registered at the time the goods were sold, but this was in an inferior court. Does the fact that we were not registered in Trenton at the time the goods were sold completely shut us off from recovering in the State of New Jersey?
Reply: We believe that our correspondents will not be allowed to maintain this suit; they are prevented from maintaining it as much by the laws of their own State of New York as by those of New Jersey. The law of the case stands thus: The New Jersey statute requires all foreign corporations to file certain documents with the Secretary of State and to take out a certificate authorizing them to do business in New Jersey. It is further provided that “until such corporation so transacting business in this State shall have obtained said certificate of the Secretary of State, it shall not maintain any action in this State, upon any contract made by it in this State.” If this were all our correspondents could take out a certificate any time and then sue; this section only forbids them to sue before taking out a certificate. It is further provided, however, that when another State imposes any greater penalties on New Jersey corporations than the laws of New Jersey impose upon corporations of that State, the same penalties shall be imposed on corporations of such other State doing business in New Jersey. Now, it is provided by the General Corporation law of this State (Sec. 16) that foreign corporations must take out certificates as in New Jersey, and that “no foreign stock corporation doing business in this State shall maintain any action in this State upon any contract made by it in this State unless prior to the making of such contract it shall have procured such certificates”; that is the reason a New York corporation doing business in New Jersey is not allowed to sue in the courts of that State on a contract made therein unless it had taken out its certificate before the contract was made.
Opinion No. 64.
A LARGE CONTRACT SHOULD BE IN WRITING.
Question.—In the summer one of our salesmen sold a car of lumber for September delivery, the salesman handing the buyer copy of the order at the time of purchase. On previous purchases made by this same customer he has been in the habit of sending in a confirmation of the order on which appear the words “No order valid unless signed by one of the members of the firm.” No such confirmation was received by us for the last order placed, the same having been overlooked by us, and we shipped the goods to them upon the agreed delivery date. And they write us now that as no confirmation was given they cannot accept the goods and hold them subject to our order. They write further that their former buyer brought up the memorandum order for these goods, but that they declined to confirm; but of this latter act we had no knowledge. Please inform us where we stand in this matter.