Trenton Dressed Poultry, Inc. v. Jamson, Inc.

5 Citing cases

  1. Pharmaceutical Sales, Consulting Corp. v. J.W.S. Delavau Co.

    59 F. Supp. 2d 408 (D.N.J. 1999)   Cited 15 times
    Noting Commissioner's Comment that N.J.S.A. § 14A:2-7 "virtually eliminates the distinction between de jure and de facto corporations" but which makes no reference to eliminating the de facto doctrine

    We believe that the New Jersey Supreme Court would align itself with those courts which have abolished the de facto corporate concept in view of the language found in the last sentence of § 14A:2-7(2).See Cantor, 165 N.J.Super. at 414, 398 A.2d at 573 (citing N.J.S.A. § 14A:2-7(2) for proposition that Sunshine Greenery Inc. was not a de jure corporation as of the date the transaction occurred, but then holding that it was a de facto corporation such that individual could not be held liable); Trenton Dressed Poultry, Inc. v. Jamson, 116 N.J. Super. 327, 282 A.2d 405 (App.Div. 1971) (court found no de facto corporation and held that trial court improperly dismissed claims against individual defendants). We note parenthetically that both cases were decided at least two decades ago and have not engendered discussion of or reliance upon the de facto corporate concept in recent New Jersey jurisprudence.

  2. Cantor v. Sunshine Greenery, Inc.

    165 N.J. Super. 411 (App. Div. 1979)   Cited 9 times
    Noting that plaintiffs are "estopped" from attacking the legal existence of a corporation collaterally because of a defect in filing in order to impose individual liability when plaintiff's contracted with a corporation with "de facto" status

    The trial judges reliance on such cases as K J Clayton Holding Corp. v. Keuffel Esser Co., 113 N.J. Super. 50 (Ch. Div. 1971); Asplund v. Marjohn Corp., 66 N.J. Super. 255 (App.Div.), certif. den. 35 N.J. 61 (1961), and Trenton Dressed Poultry, Inc. v. Jamson, Inc., 116 N.J. Super. 327 (App.Div. 1971), is misplaced. Each of these cases is distinguishable on its facts.

  3. Churchill Downs, Inc. v. Ribis

    499 F. Supp. 3d 82 (D.N.J. 2020)   Cited 2 times

    SeePharm. Sales & Consulting Corp. v. J.W.S. Delavau Co. , 59 F. Supp. 2d 408, 414 (D.N.J. 1998) (Delavau II ); Trenton Dressed Poultry, Inc. v. Jamson , 116 N.J. Super. 327, 328–29, 282 A.2d 405 (App. Div. 1971) ("Authority exists for the proposition that in the absence of the execution of the necessary certificate, there could be no de facto corporation"); see alsoThomson-CSF Components Corp. v. Hathaway Instruments, Inc. , 85 F.R.D. 344, 348 (D.N.J. 1980).I am not convinced, however, by the reasoning in these decisions.

  4. Payer v. SGL Carbon, LLC

    05-CV-0226E(F) (W.D.N.Y. Sep. 21, 2006)

    It is this highlighted language and the Commissioner's Comments accompanying it that served as the basis for these questions.See, Cantor v. Sunshine Greenery, Inc., 165 N.J.Super. 411, 414, 398 A.2d 571, 573 (App.Div. 1979); Trenton Dressed Poultry, Inc. v. Jamson, Inc., 116 N.J.Super. 327, 282 A.2d 405, 406 (App.Div. 1971). In an earlier opinion in that same case, however, the same Court held that the doctrine of corporation by estoppel survived the enactment of the statute.

  5. Pharmaceutical Sales and Con. v. J.W.S. Delavau

    59 F. Supp. 2d 398 (D.N.J. 1999)   Cited 12 times
    Concluding that "plaintiff, through its agent ... did not make a bona fide attempt to incorporate"

    04 cmt. 2 at 2-50 (3d ed. 1997 Supp.) (providing commentary to §§ 50 and 56 of Model Act); Wayne N. Bradley, Comment, An Empirical Study of Defective Incorporation, 29 Emory L.J. 523, 533-34 (1990). While we have found at least one state Supreme Court case which abolished the de facto corporation concept based upon its statute's similar language, see Timberline Equip. Co. v. Davenport, 267 Or. 64, 514 P.2d 1109 (1973), we note that at least two New Jersey Appellate Division cases discussed and applied the de facto corporate concept after the enactment of the Act in 1968 without addressing the effect of N.J.S.A. § 14A:2-7(2) or its commentary.See Cantor v. Sunshine Greenery, Inc., 165 N.J. Super. 411, 414, 398 A.2d 571, 573 (App.Div. 1979) (citing N.J.S.A. § 14A:2-7(2) for proposition that Sunshine Greenery Inc. was not de jure corporation as of the date the transaction occurred, but then holding that it was a de facto corporation); Trenton Dressed Poultry, Inc. v. Jamson, Inc., 116 N.J. Super. 327, 282 A.2d 405, 406 (App.Div. 1971) (noting that no certificate of incorporation was filed until December 1968 and that "authority exists for the proposition that in the absence of the execution of the necessary certificate, there could be no de facto corporation," but deciding case by holding that defendant's failure to exercise corporate powers prior to incorporation precluded the assertion of de facto corporate status in any event). Yet, it appears from the commentary appended to § 14A:2-7(2) that the drafters sought to eliminate the de facto corporation concept. The rationale for the abolition of the common law de facto doctrine was based in part upon the perception that a bright line rule was necessary to avoid conflicting results and case-by-case analysis.