Case Law Summaries

Linkage Group, Inc. v. Chenco, Inc.

• Opinion Date: January 25, 2002
• Business Law
• E-Mail

CORPORATIONS; REVOCATION — An unqualified foreign corporation ordinarily cannot use New Jersey courts to sue another party, but a court can grant a judgment in favor of such a foreign corporation conditioned upon its subsequent registration.

In a commercial dispute between a distributor and its customer, the lower court entered judgment in favor of the distributor. At the time the lower court entered judgment, the distributor, who had sued, “was not duly registered as a foreign corporation… .” The lower court entered judgment anyway “but stayed docketing and enforcement, giving [the distributor] sixty days to obtain and produce a Certificate of Authority as required” by applicable law. The customer was given permission to vacate the judgment if the distributor failed to file a certificate within that time period. On appeal, the customer contended that the distributor “should not have been entitled to enter judgment because it was not registered as a foreign corporation when it either entered into the contract, filed suit or tried its case.” The Appellate Division disagreed. It held that the lower court’s decision to permit the distributor “a reasonable time” to comply with statutory provisions “was appropriate under the circumstances.” It saw no reason to interfere. It looked to prior case law where plaintiffs were permitted to obtain the Certificate of Authority during trial and where a court had adjourned a summary judgment to permit a plaintiff to comply with the statutory filing requirement prior to deciding a motion.

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