the laws of the state where they are licensed to function, no matter what the power given them by the legislature of their parent state.
The defendant cites as authority for its stand against the validity of service on Metalorganics the cases of Chicago Title & Trust Co. v. Forty-One Thirty-Six Wilcox Bldg. Corp., 1937, 302 U.S. 120, 58 S. Ct. 125, 82 L. Ed. 147; Sedgwick v. Beasley, 1949, 84 U.S.App.D.C. 325, 173 F.2d 918; Robinson v. Mutual Reserve Life Ins. Co., C.C.S.D.N.Y.1910, 182 F. 850, affirmed 2 Cir., 189 F. 347; Harris-Woodbury Lumber Co. v. Coffin, C.C.W.D.N.C.1910, 179 F. 257, affirmed 4 Cir., 187 F. 1005; Billiard Table Mfg. Corp. v. First-Tyler Bank & Trust Co., D.C.N.D.W.Va.1936, 16 F.Supp. 990, with the net observation that were this court to recognize the service on Metalorganics it would be in direct conflict with the rule of these cases and would be giving life to that which the state has put out of existence for all purposes, a paraphrase of Justice Sutherland's comment in the Chicago Title case above referred to.
But it seems to the court that nowhere has the Supreme Court limited the statement made in United States, to Use of Colonial Brick Corporation v. Federal Surety Co., 4 Cir., 1934, 72 F.2d 961, 964, where the learned Judge said: 'The general rule is that when a foreign corporation has been dissolved, no suit can be filed against it and no personal judgment against it can be obtained in the absence of a statute or of a public policy to the contrary in the state where the foreign corporation has been licensed to do business.' (Emphasis supplied.)
New Jersey has, by statute, preserved the right of suit and so clearly evidenced such a policy.
Metalorganics Incorporated duly qualified itself to do business in New Jersey and subjected itself, within constitutional boundaries, to the laws of that jurisdiction and the limitations incurred thereby, in addition to receiving such benefits and privileges as New Jersey law may have conferred. In failing to comply with those laws by fulfilling the stated requirements prerequisite to withdrawal, it still remains subject thereto.
It may be true that under the statutes of the State of Illinois (the incorporating state) Metalorganics would be barred from bringing suit in New Jersey more than two years subsequent to its dissolution, and would therefore be unable to stand in the shoes of an ordinary defendant in this cause in the sense, for instance, that it would be barred from advancing any counterclaims it might have. That is, however, a situation of which the defendant must be presumed to have been aware when it voluntarily subjected itself to New Jersey law.
The court feels it pertinent to refer to the Sedgwick case, above cited, and to point out that the statute of the District of Columbia, there under construction, preserved the right of suit only as against dissolved domestic corporations and not as against foreign corporations such as, in this court's opinion, are specifically within the scope of the above mentioned New Jersey statutes.
The motion is therefore denied.
Let an order be submitted.
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