Opinion
129/298
06-20-1940
BABE KAUFMAN MUSIC CORPORATION v. MANDIA et al.
Joseph J. Corn, of Newark, for complainant. Powell & Parker, of Mount Holly, for defendants.
Syllabus by the Court.
New York corporation, which carried on business in New Jersey and here entered into a contract before being licensed to do business in this state, cannot maintain suit on such contract. R.S. 14:15-5, N.J.S.A. 14: 15-5.
Suit by the Babe Kaufman Music Corporation against Frank J. Mandia and another to enforce a contract, wherein the complainant obtained an order to show cause why defendants should not be enjoined from breaching the contract pendente lite.
Order to show cause discharged.
Joseph J. Corn, of Newark, for complainant.
Powell & Parker, of Mount Holly, for defendants.
BIGELOW, Vice Chancellor.
Complainant, a corporation organized under the laws of the state of New York, was first licensed to transact business in New Jersey on May 10, 1940. For several years before that date, however, it carried on its business in New Jersey in disregard of our General Corporation Act, R.S. 14:15-3 and 6, N.J.S.A. 14:15-3 and 6. On March 30, 1938, it entered into a contract in New Jersey with the defendant Mandia. It brought this suit to enforce the contract and has obtained an order to show cause why the defendant should not be enjoined from breaching it pendente lite.
By the law of New York, a corporation of New Jersey, or other foreign corporation, cannot maintain an action in the courts of that state upon a contract which it has made in New York while doing business there, unless, before the making of the contract, it has obtained a certificate of authority to do business in New York. General Corporation Law of New York (Consol.Laws, c. 23) § 218; South Araboy Terra Cotta Co. v. Poerschke, 45 Misc. 358, 90 N.Y.S. 333.
Our statute provides that when the laws of another state impose upon corporations of this state, doing business therein, greater penalties, obligations, or requirements, than the laws of New Jersey impose upon foreign corporations, then the same penalties, obligations and requirements shall here be imposed upon corporations of such other state. R.S. 14:15-5, N.J.S.A. 14:15-5. The provisions of the New York law which I have cited, impose a penalty on New Jersey corporations within the meaning of our statute. Protective Finance Corp. v. Glass, 100 N.J.L. 85, 125 A. 879; Lehigh, etc., Co. v. Atlantic, etc., Works, 92 N.J.Eq. 131, 149, 111 A. 376. The result is that complainant is here under thesame disability which New York lays on New Jersey corporations. No suit can be maintained here on the contract. Wolf v. Lancaster, 70 N.J.L. 201, 56 A. 172.
The order to show cause will be discharged.