Babe Kaufman Music Corp. v. Mandia

Complainant, a corporation organized under the laws of the State of New York, was first licensed to transact business in New Jersey on May 10th, 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. On March 30th, 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 § 218; South AmboyTerra Cotta v. Poerschki, 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. 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. Law 85; LehighStructural Steel Co. v. Atlantic Smelting and Refining Works,92 N.J. Eq. 131, 149. The result is that complainant is here under the same disability which New York lays on New Jersey corporations. No suit can be maintained here on the contract.Wolf v. Lancaster, 70 N.J. Law 201. The order to show cause will be discharged.