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Pharmaceutical Sales and Consulting Corp. v. J.W.S. Delavau Co.

United States District Court for the District of New Jersey
59 F.Supp. 2d 398 (1999)


Facts

Pharmaceutical Sales and Consulting Corporation (PSCC) (plaintiff) entered into an agreement with J.W.S. Delavau, Co., Inc. (defendant) whereby Delavau would pay PSCC commission for sales solicited by PSCC. The agreement was executed on July 1, 1992 and signed by PSCC’s president, John Sadlon. Thereafter, PSCC brought suit against Delavau to recover unpaid commission. When Delavau discovered that PSCC was not a registered New Jersey corporation, Delavau moved to dismiss the complaint, contending that PSCC did not have the capacity to sue. Evidence established that Sadlon had mailed a certificate of incorporation for PSCC on August 14, 1992, thereafter assuming that it was successfully filed. Sadlon further filed corporate tax returns, and paid taxes with PSCC checks. PSCC contended that PSCC should be recognized as a de facto corporation with the capacity to sue, or, in the alternative, Delavau should be estopped from relying on PSCC’s failure to complete the technical incorporation process before the contract’s effective date because Delavau contracted with PSCC, acknowledging its corporate status.

Rule of Law

Issue

Holding and Reasoning (Cooper, J.)

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