This matter is before me on defendant's motion for summary judgment and plaintiffs' counter-motion to amend the complaint.
Plaintiffs, who are husband and wife, aver, through the affidavit of their attorney, that Margaret suffered an injury while shopping in a store known as Robert Hall Clothes. The complaint charges negligence and fixes the time of the occurrence as December 17, 1950 and the place as 125 Getty Avenue, Clifton, New Jersey.
The affiant further declares that he was consulted by the plaintiffs on December 2, 1952 regarding a possible cause of action. He immediately wrote to the Secretary of State at Trenton, New Jersey, inquiring the name of the registered agent of Robert Hall Clothes. He received a reply, dated December 5, 1952, signed by the Secretary of State, advising:
"* * * TAPCO, INC., was incorporated under the laws of this State September 20, 1943 changed its corporate name to Robert Hall Clothes of Paterson, Inc., April 17, 1946 and is still in good standing insofar as our records show.
Principal office is located at 15 Exchange Pl., Jersey City, N.J. and The Corporation Trust Company is the registered agent.
P.S. There is no record on file of a corporation bearing the title 'ROBERT HALL CLOTHES.'"
The complaint against the above-named defendant was filed on December 13, 1952. The defendant filed its answer consisting of a general denial and setting up the separate defense of negligence on the part of plaintiff Margaret Markey.
Further investigation and the use of interrogatories revealed that there are 14 corporations, bearing very similar names, either organized under the laws of New Jersey or licensed to do business here. For example, there is Robert Hall Clothes of Clifton, Inc., Robert Hall Clothes of Paterson, Inc., Robert Hall Clothes of Trenton, Inc., etc. All 14 corporations have the same registered agent and, with one exception, all have the same persons as officers.
Plaintiffs by their motion seek to amend their complaint to substitute the name of Robert Hall Clothes of
Clifton, Inc. as party defendant. Before discussing the motion, I mention in passing that the statute of limitations (two years), R.S. 2:24-2 (now N.J.S. 2 A:14-2), had tolled at the time it was made. Plaintiffs contend they are entitled to the amendment because the present complaint was filed within time. They point out that the rules provide that a civil action is commenced by filing a complaint with the court. Rule 3:3-1 (now R.R. 4:3-1). And that a pleading may be amended by leave of court, Rule 3:15-1 (R.R. 4:15-1), which "leave shall be freely given when justice so requires." They argue that because of the interlocking corporate set-up with the same corporate officers serving in the same capacities in the various organizations, and the same registered agent for each of the individual corporations, knowledge by the officers and agents of one corporation must be construed to be knowledge of the affairs of another similarly operated corporation. Such a construction would offend the power granted to every corporation organized under the laws of this State "to sue and be sued in any court," R.S. 14:3-1(b) and, inferentially, in its own corporate name.
It has long been the established rule in this State that "the statute of limitations makes the lapse of time a positive and legal bar," Thorpe v. Corwin , 20 N.J.L. 311, 316 (Sup. Ct. 1844). This principle has been reiterated on many occasions. Chief Justice Beasley ...