Opinion
G037183
5-24-2007
ESSEM LINE CO., LTD., Plaintiff and Respondent, v. POGO! PRODUCTS, INC., Defendant and Appellant.
Robert S. Lewin for Defendant and Appellant. Law Offices of Peter Beck and Peter Beck for Plaintiff and Respondent.
NOT TO BE PUBLISHED
Defendant Pogo! Products, Inc. appeals from a judgment in favor of plaintiff Essem Line Co., Ltd., a Korean corporation, entered after a bench trial. Essem sued Pogo for breach of contract and assorted related causes of action. Plaintiffs predecessor in interest sold goods to Pogo and the complaint alleges that Pogo failed to pay the agreed price. The trial court entered judgment in favor of Essem for approximately $ 265,000, including costs. The only issue on appeal is whether Essem, a Korean corporation, had standing to maintain the action.
Essems tax identification number, apparently required under Korean law, had been discontinued. Witness Goon Mo Kim, testified that under Korean law "there is no meaning attached to tax number. In Korea, as soon as you apply the tax number through, the taxing agency can get it. So if you want to stop business and take a break, you can do that. So as soon as you apply for it again, then you can start business again."
In support of its contention that Essem was not qualified to do business, Pogo also refers to certain exhibits. But these are not part of the record. On February 2, 2007, Pogo filed a purported motion to augment the record to include these exhibits. The motion was denied by our order of February 28 "without prejudice to submitting a notice or application in compliance with California Rules of Court, rule 8.224." Pogo filed no such notice or application. Allegedly one of these exhibits demonstrated that Essems business was discontinued.
Neither side furnished us with any meaningful authority on the basic issue: Does failure to have a Korean tax number disqualify a party from maintaining an action? The trial court concluded "that Essem Line may bring these claims. Although Essem Lines tax identification number has been discontinued, the records of the Korean Court show that Essem Line is still qualified to do business. The Court could not find any basis to say that a tax number was needed before a corporation can sue under Korean law, nor was that shown by the evidence. The Court analogizes to California law, which allows a company winding up its business to pursue claims."
Pogo has failed to demonstrate that the court erred in basing its decision on the right of a dissolved corporation to wind up its business under Corporations Code section 2010. Pogos attempt to distinguish a "discontinued" corporation from a "dissolved" corporation, again made without citation to legal authority, does not persuade.
The judgment is affirmed. Essem Line Co., Ltd. shall recover its costs on appeal.
We Concur:
SILLS, P. J.
FYBEL, J.