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MOYGLARE STUD FARM, LTD. v. DUE PROCESS STABLE

September 12, 1983

MOYGLARE STUD FARM, LTD., Plaintiff, against DUE PROCESS STABLE, INC. and ROBERT E. BRENNAN, Defendants.


The opinion of the court was delivered by: CONNER

OPINION AND ORDER

CONNER, D.J.:

 Plaintiff Moyglare Stud Farm, Ltd ("Moyglare"), an Irish corporation, initiated this diversity action seeking a declaratory judgment that defendants' revocation of a contract of sale is invalid. Defendants Due Process Stable, Inc. ("Due Process"), a New Jersey corporation, and Robert E. Brennan ("Brennan"), a New Jersey resident, previously moved to have the case dismissed on the ground of improper venue, or alternatively, to have the case transferred to the federal district court in New Jersey for the convenience of the parties and the witnesses. 28 U.S.C. § 1404(a). In an Opinion and Order dated April 13, 1983, familiarity with which is presumed, the Court denied defendants' motion in all respects.

 Apparently undaunted by the Court's refusal to send plaintiff to New Jersey on venue grounds, defendants now seek dismissal of the complaint on the theory that Moyglare's failure to file a timely transaction report with the New Jersey authorities completely bars plaintiff from suit in any court, state or federal, on this cause of action. For the reasons stated below, this motion is also denied.

 Discussion

 In April of 1981, Moyglare sold to Due Process the thoroughbred racehorse, Lobsang II. Negotiations for the sale took place both in Florida between Moyglare's agent, John Jacobs ("Jacobs") and Brennan, Due Process's principal, and subsequently over the telephone between Jacobs in Florida and Due Process in New Jersey and New York. The sales contract calls for Due Process to pay $1 million for the horse, with $250,000 to be paid on delivery and $750,000 to be paid in three annual installments of $250,000 each plus interest on May 1 of each of the years 1982, 1983 and 1984. Pursuant to Due Process's request, the contract of sale specifies that New Jersey law shall apply to the contract and that Moyglare should deliver Lobsang II to defendants in New Jersey. Brennan signed the sale documents in his New York office on April 28, after which the documents were forwarded to Moyglare for execution in Ireland.

 According to the complaint, Lobsang II was delivered to Due Process on April 30, 1981 and the first payment of $250,000 was made shortly thereafter. Nearly eighteen months later, however, on October 12, 1982, Brennan sent Moyglare a letter revoking its acceptance of Lobsang II on the ground that Due Process had recently discovered facts that caused it to believe that the horse had a serious, albeit concealed, leg injury prior to the sale. On December 20, 1982, Moyglare filed the instant action seeking a determination that the revocation of acceptance was ineffective and improper.

 In the instant motion, defendants argue that because Moyglare, a corporation not registered or authorized to do business in New Jersey, did not promptly comply with the Corporation Business Activities Reporting Act ("the Act"), N.J.S.A. 14: 13-14 et seq., plaintiff is now and forever barred from suit on the contract. The Act provides in pertinent part:

 Every foreign corporation which during any calendar or fiscal accounting year ending after December 31, 1973, carried on any activity, owned or maintained any property in this State, unless specifically exempted under Section 3 of this act, shall be required to file a notice of business activity report as hereinafter provided.

 Activities or property maintenance in this State which require corporations to file this report are:

 * * *

 (e) receiving payments from persons residing in this State, or businesses located in this State, aggregating in excess of $25,000.00 regardless of any other connections with this State; or

 (f) the derivation of income from any source or sources within ...


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