Pharmaceutical Sales And Consulting Corporation V J.W.S. Delavau Co., Inc.

59 F.Supp. 2d 398 (1999)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

P and D entered into a Sales agreement whereby D was to pay P a commission for sales from Lederle Laboratories, Inc. The Agreement was executed on July 1, 1992. P alleges that D failed to pay commissions. P sued D. During discovery D contacted the New Jersey Department of Treasury to determine whether P remained a corporation in good standing with the state of New Jersey. D was informed that P was not a New Jersey corporation, nor had it ever been registered as a New Jersey corporation. The Court raised the issue of whether P had legal capacity to sue under the Agreement. D argues that P lacks capacity to sue D and that P should not be considered a de facto corporation. D also contends that P's lack of corporate status as of the date of the parties' contract renders the Agreement invalid and unenforceable. P has presented evidence of its handwritten certificate of incorporation which bears the notation 'mailed 8-14-92.' P also presented its federal and state tax returns for the years 1993 through 1997 and the canceled checks for payment of those taxes. P also presented correspondence with the Internal Revenue Service (advising of change of corporation's address). P argues in the alternative that even if a de facto corporation is not established, D should be estopped from relying upon P's failure to effectuate incorporation prior to the effective date of the parties' contract based upon the doctrine of corporation by estoppel.