Hyperlawhypertext legal database People's Savings Bank of Bay City, Mich., v. Fulton Contracting Co. 119 N.Y.S. 622

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People's Savings Bank of Bay City, Mich., v. Fulton Contracting Co.

119 N.Y.S. 622 Court N.Y. App. Term Decision date 1909-11-30 English

Delivered by SEABURY, J.

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p. 622
PEOPLE’S SAVINGS BANK OF BAY CITY, MICH., v. FULTON CONTRACTING CO.
(Supreme Court, Appellate Term.
November 30, 1909.)

Headnote

Corporations (§ 642*)—Foreign Corporations—“Doing Business in the State.”
Under the rule that a mere solitary transaction within, the state is not doing business in the state, within General Corporation Law (Consol. Laws, c. 23) § 15, requiring a foreign corporation to procure a certificate of .authority to transact business in -the state, the indorsement in the state to a foreign corporation of a note executed in the state is not “doing business in the state.”
[Ed. Note.—For other cases, see Corporations. Cent. Dig. § 2526; Den Dig. § 642.*
For other definitions, see Words and Phrases, vol. 3, pp. 2155-2160; vol. 8, pp. 7640, 7641.]
•For other cases see same topic & § number in Dec. & Am. Digs. 1907 to date, •& Rep’r Indexes-
Appeal from City Court of New York, Special Term.
Action by the People’s Savings Bank of Bay City, Mich., against the Fulton Contracting Company. From a judgment dismissing the complaint, plaintiff appeals.
Reversed, and new trial ordered.
Argued before GILDERSLEEVE, P. J., and SEABURY and LEHMAN, JJ.
John C. Weadock (Eugene L. Brisach, of counsel, and Joseph R. Truesdale, on the brief), for appellant.
William Ehrlich, for respondent.

The complaint, which the court below dismissed,, alleged that the plaintiff is a corporation formed and existing under the laws of the state of Michigan. It also set forth the following note:

“$700.00 Fulton, New York, April 18, 1908.
“On June 1, 1908, after date, the Fulton Contracting Company promises to-pay to the. order of James Davidson seven hundred ($700.00) dollars, at its office in Fulton, New York, value received, without interest to maturity.”

The answer pleads as a defense that the plaintiff is a foreign corporation doing business within the state of New York, and has not filed a certificate as required by section 15 of the general corporation-law (Consol. Laws, c. 23). Assuming that the note upon which the action was brought was made and indorsed in this state (section 76, Negotiable Instrument Law [Consol. Laws, c. 38]), that fact alone-did not establish that the plaintiff was doing business in this state.' There are many judicial definitions as to what constitutes doing business on the part of a foreign corporation within the state. Without reviewing the decisions, it is clear, from an examination of them, that a mere solitary transaction, or the making of a single contract within the state, does not constitute doing business in the state, within the meaning of the statute. Penn Collieries Co. v. McKeever, 183 N. Y. 98 , 102, 75 N. E. 935 , 2 L. R. A. (N. S.) 127 .

The judgment is reversed, and a new trial ordered, with costs to appellant to abide the event. All concur.

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