New York Bankers, Inc. v. Bosworth

138 A. 509, 5 N.J. Misc. 830, 1927 N.J. Sup. Ct. LEXIS 96

• Court: Supreme Court of New Jersey
• Decided: August 26, 1927
• Status: Published

Opinion

Per Curiam.

This was an action on a trade acceptance drawn by the Mixall Sales Corporation, a New York corporation, on appellee, accepted by the latter, and sold by the Mixall Sales Corporation to appellant, also a corporation of the State of New York.

The sale of the goods, which the trade acceptance represents the selling price of, was made by an agent of the Mixall Sales Corporation to appellee in this state. The acceptance is dated in New York, accepted by appellee in New Jersey, payable at the First National Bank of Millburn, New Jersey, and sold by the Mixall Sales Corporation to appellant in New York.

Neither the Mixall Sales Corporation nor the appellant was authorized to do business in this state.

The trial court directed a verdict in favor ol the appelleedefendant below on the ground that the matter involved in the action had to do with a contract or transaction in this state, and that neither the Mixall Sales Corporation nor the appellant being authorized to do business in this state the action could not be maintained. Act concerning corporations. 2 Comp. Stat., p. 1658, § 98.

But this is not so because the statute does not apply to isolated and single items of transactions in this state. D. & H. Canal Co. v. Mahlenbrock, 63 N. J. L. 281; Hildreth Granite Co. v. Hudson, 87 N. J. Eq. 316.

Furthermore, there is no proof that the MixalJ Sales Corporation had any other transactions in this state. The evidence pointed to is that appellant had twenty-five or thirty transactions for the purchase of trade-acceptances but there is nothing to show that these resulted from transactions or business conducted by the Mixall Sales Corporation in this state.

But if there was such proof as warranted a finding that the Mixall Sales Corporation was conducting business in this state so as to make section 98 of the Corporation act, supra, applicable to it that fact would not preclude or prohibit the appellant from having or maintaining its action in this state because, as far as appellant is concerned, it purchased for value the trade-acceptance, and its transaction was beyond question exclusively in the State of New York. Hildreth Granite Co. v. Hudson, supra.

The judgment must be reversed, with costs.