Drake Manufacturing Co. v. Polyflow, Inc.
109 A.3d 250
Pa. Super. Ct.2015Background
- Drake Manufacturing, a Delaware corporation, contracted to sell couplings and portable swaging machines to Polyflow with Pennsylvania-shipped deliveries.
- Drake shipped goods from its Pennsylvania plant to Polyflow’s Pennsylvania address and to out-of-state destinations.
- Drake filed a breach-of-contract suit in Pennsylvania on June 10, 2009; Polyflow answered later asserting Drake lacked capacity to sue in Pennsylvania for failure to obtain a foreign certificate of authority.
- Drake did not have a Pennsylvania certificate of authority at trial; Drake only applied for one on the trial day, after evidence of capacity was sought.
- At a short non-jury trial on February 25, 2014, Drake prevailed with a verdict of $291,766.61; Polyflow moved for judgment n.o.v. after trial; Drake later obtained a Pennsylvania certificate of authority almost two months post-verdict and submitted it in response to post-trial motions.
- The trial court relied on the post-verdict certificate to deny Polyflow’s post-trial motions; the Superior Court held this was error and reversed, remanding for judgment n.o.v. in Polyflow’s favor.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Polyflow preserved Drake’s lack of capacity to sue for appeal | Polyflow argues timely pleading/raising in answer/new matter preserved the issue | Drake contends issue was not properly preserved under Rule 1028 | Polyflow preserved the issue |
| Whether Polyflow was entitled to judgment n.o.v. for Drake’s lack of certificate before verdict | Polyflow argues lack of certificate voids suit; trial court erred | Drake contends post-trial evidence acceptable to cure deficiency | Yes; trial court erred; judgment n.o.v. in Polyflow’s favor warranted |
| Whether post-verdict certificate of authority could be admitted to sustain the judgment | Polyflow argues certificate cannot cure post-trial defect | Drake argues certificate admissible to support decision | No; post-trial admission barred by Claudio; certificate inadmissible; remand for n.o.v. |
Key Cases Cited
- Claudio v. Dean Machine Co., 831 A.2d 140 (Pa. 2003) (post-trial evidentiary remedy limited to court's own error; after-discovered evidence exception narrow)
- Berger v. International Inventors, 363 A.2d 270 (Pa. 1979) (competent to require certificate during proceedings; failure to obtain can bar action unless timely submitted)
- Erie Indemnity Co. v. Coal Operators Casualty Co., 272 A.2d 465 (Pa. 1971) (incapacity to sue waived unless raised in preliminary objections or answer)
- Youst v. Keck’s Food Service, Inc., 94 A.3d 1057 (Pa. Super. 2014) (preserves right to post-trial challenge via directed verdict or compels nonsuit)
- Leswat Lighting Systems, Inc. v. Lehigh Valley Restaurant Group, Inc., 663 A.2d 783 (Pa. Super. 1995) (conduct constituting doing business in PA requires certificate; isolated shipments not exempt)