Chapter V: Part 5

OHIO.—Foreign corporations are forbidden to do business until they have procured from the Secretary of State certificate that they have complied with the requirements of law which authorize them to do business in the State, and until said companies shall have caused the proportion of their capital stock employed within the State to be determined by the Secretary of the State, and shall have paid to him a fee of one-tenth of one per cent. upon such amount and obtained his certificate of such payment. No foreign corporation doing business in the State can maintain any action upon any contract made by it in the State until it has procured such certificate. The corporation must file with the Secretary of State due copy of its charter and statement under seal of the amount of its stock, the nature of its business and state which is to be its principal place of business, designating a person upon whom process against such corporation may be served. The person so designated must have an office where the corporation is to have its principal place of business within the State. Corporations complying with these requirements are exempt from attachment on the ground that they are foreign corporations.

MICHIGAN.—Foreign corporations filing in the office of the Secretary of State certified copy of articles of incorporation and an appointment of an agent in this State for service of processes may carry on their business in Michigan. Foreign corporations may bring suits on furnishing security for costs.

NEW YORK.—No foreign corporation shall do business without first procuring from the Secretary of State certificate that it has complied with requirements of law. License fee shall be paid. No foreign corporation can do business in New York or sue on contract made there unless it has procured such certificate prior to the making of the contract. Selling goods through a factor within the State is not covered by this prohibitive clause. Before granting such certificate foreign corporation must file with Secretary of State copy of its charter and a statement setting forth its business, its principal place of business within the State and designating the person upon whom processes may be served. Such person must have an office within the State, where the principal place of business of such corporation is located. Foreign corporations must pay to State Treasurer a license fee of one-eighth of one per cent. for privilege of exercising its corporate franchise in New York, to be computed upon the amount of capital stock employed within the State during its first year of business.

=Opinion No. 106.=

CONTRACTS FOR CARLOADS SEPARABLE.

Where a contract was made for three carloads of a company’s No. 1 white cedar shingles and the purchaser accepted and paid for two carloads, but refused to accept the third because of alleged inferior grade and quality, and because the shingles were not made by said company, the Supreme Court of Minnesota holds that the contract as to the three carloads was separable, so that the purchaser’s payment and the seller’s acceptance of payment for two carloads did not prevent the seller from beginning an action to recover the purchase price of the third carload nor the purchaser from defending therein. The court also holds that a buyer, seeking to reject an article as not in accordance with the contract of sale, must do nothing after he discovers the true condition inconsistent with the seller’s ownership of the property.—Duluth Log. Co. vs. John C. Hill Co., 124 N. W., 967.

=Opinion No. 107.=

WARRANTY SURVIVES ACCEPTANCE.

Where one attempting to sell shingles stated in a letter that “They are mighty good shingles, they are as good as you could get anywhere,” it was a warranty of their quality. Where a buyer of shingles accepts shingles which he knows are of a grade inferior to what the seller warranted, the buyer does not waive the warranty, and he can defend against an action for the price on that ground. (Texas Court of Civil Appeals.) Harroll vs. McDuffie, 128 S. W. Rep., 1149.

=Opinion No. 108.=

ACCEPTANCE OF LESS THAN INVOICE PRICE.

On arrival of a carload of shingles, the buyer complained of their quality, and for the purpose of securing an immediate settlement and avoiding further negotiations the seller agreed to accept a less amount for them than the full price if payment was made before a specified time. The buyer failed to make payment within such specified time and in a suit to recover for the full amount of the invoice it was held by the court that the seller could require payment under the circumstances of the full price. (Texas Court of Civil Appeals.) Harroll vs. McDuffie, 128 S. W. Rep., 1149.

=Opinion No. 109.=

PRESS OF
JOHN A. PHILLIPS
NEW YORK

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TRANSCRIBER’S NOTES

1. Silently corrected typographical errors and variations in spelling. 2. Retained anachronistic, non-standard, and uncertain spellings as printed. 3. Enclosed italics font in _underscores_. 4. Enclosed bold font in =equals=.