Arx v. Breitenstein

41 N.Y. 958

• Court: New York Court of Appeals
• Decided: March 31, 1977
• Status: Published

Opinion

Memorandum. The order of the Appellate Division should be affirmed.

There is no merit to defendant’s affirmative defense based on plaintiffs failure to comply with section 1312 of the Business Corporation Law. The purpose of that section is to regulate foreign corporations which are “doing business” within the State, not, as defendant would suggest, to enable the avoidance of contractual obligations.

For the reasons noted by the Appellate Division, the plaintiff is not “doing business” within this State as would render it liable to the qualification requirements of section 1312 of the Business Corporation Law. In addition, plaintiffs activity must be classified under the United States Constitution as beyond State interference (Allenberg Cotton Co. v Pittman, 419 US 20; Dahnke-Walker Co. v Bondurant, 257 US 282, 291; International Fuel & Iron Corp. v Donner Steel Co., 242 NY 224, 229).

Chief Judge Breitel and Judges Jasen, Gabrielli, Jones, Wachtler, Fuchsberg and Cooke concur.

Order affirmed, with costs, in a memorandum.