American Case & Register Co. v. Griswold

128 N.Y.S. 206 | N.Y. App. Div. | 1911

Kellogg, J. :

The twenty-five dollars was paid in this State, and was to be repaid in this State if the plaintiff, at Alliance, 0., did not accept the contract. That part of the contract was clearly made in and to be performed in this State. ■ When the note was surrendered and the parties agreed “ to leave it as an open account,” the money was payable here. The plaintiff maintained, and operated in its name, an office at Albany, E. Y., and carried on its business in the territory named from that office, and by the personal canvass and solicitation of its general agent through the territory. The fact that the contract provides that it is subject to the acceptance of the company at Alliance, O., does not change its character from a Eew York State contract. In some cases such a provision might be of significance, but in this case the other facts are so conclusive that it is substantially unimportant.

Section 15 of the General Corporation Law, which prohibits a foreign stock corporation other than a moneyed corporation from doing business in this State without having first procured from the Secretary of State the necessary certificate, provides: “Eo foreign stock corporation doing business in this State shall maintain any action in this State upon any contract made by it in this State unless prior to the making of such contract it shall have procured such certificate.” The plaintiff and its contract are fairly within the terms of this statute. Plaintiff was, therefore, illegally doing business in this State and cannot maintain this action. It is unnecessary to consider the exception to the ruling excluding the evidence of the parol agreement with reference to the fidelity bond.

The judgment should be reversed upon the law and the facts and a new trial granted, with costs to the appellant to abide the event.

All concurred.

Judgment reversed on law and facts and new trial granted, with costs to appellant to abide event.