208 Misc. 776 | N.Y. Sup. Ct. | 1955
Plaintiff brings this action against the defendants for a judgment directing specific performance of a contract entered into between plaintiff and defendant 328 Properties, Inc., and setting aside assignments of bonds and mortgages and conveyances of real property made by 328 Properties, Inc., to ■ defendant Enterprise Land Corp. pursuant to an alleged conspiracy to defraud plaintiff. The assignments and conveyances transferred title to bonds and mortgages and real property which were the subject matter of the agreement between plaintiff and 328 Properties, Inc. For the purpose of convenience the defendant 328 Properties, Inc., will hereinafter he referred to as “ 328 ” and the defendant Enterprise Land Corp. as “ Enterprise.”
328 is a Mew York corporation. Enterprise is a Nevada corporation. On August 30, 1954, Enterprise applied for and
It appears from the papers submitted on this motion that the assignments and conveyances were made during a period when defendant Enterprise was authorized to do business in this State. It follows that during the period in which the assignments and conveyances were made, the defendant Enterprise was subject to the jurisdiction of the courts of this State. The question then presented is whether the wording of section 216 of the General Corporation Law operates to oust this State of jurisdiction when the acts upon which the liability is predicated were committed without the State, although committed at a time when our courts had jurisdiction in personam, if such transactions were had within the State.
The answer to the question involves an interpretation of section 216. If the wording therein ‘‘ any liability or obligation incurred within this state before the filing of such certificate of surrender ” means that the acts out of which the liability or obligation arises must have been committed within the borders of this State, then our courts have no jurisdiction even though the liability or obligation is to a resident of this State. Such an interpretation is to infer that the section was intended to oust our courts of jurisdiction to adjudicate controversies arising out of transactions involving foreign corporations authorized to eng*age in business here and residents of this State because such transactions were not had in this State. I do not so read the section. Certainly if the action were instituted on
The motion is denied.