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Bonnier Corp. v. Jersey Cape Yacht Sales

October 13, 2010


On appeal from the Superior Court of New Jersey, Law Division, Atlantic County, Docket No. L-2507-09.

The opinion of the court was delivered by: Sabatino, J.A.D.



Argued September 20, 2010

Before Judges Lisa, Reisner, and Sabatino.

Plaintiff, Bonnier Corporation, appeals the Law Division's orders dismissing its collection action against defendant, Jersey Cape Yacht Sales Inc.,*fn1 for lack of standing because plaintiff has not obtained a certificate of authority to do business in New Jersey pursuant to N.J.S.A. 14A:13-11. Because the record does not establish that plaintiff is engaged in intrastate business within New Jersey, plaintiff cannot be constitutionally deprived of its ability to sue in the courts of this State. Consequently, the trial court's orders must be reversed, and plaintiff's complaint must be restored.

We summarize the facts pertinent to our analysis from the limited record developed in the trial court. The facts are derived from certifications and documentary submissions, as there were no depositions or evidentiary hearings conducted.

Plaintiff, a Delaware corporation with corporate headquarters in Florida, publishes and sells advertising in nearly fifty special interest magazines. According to a certification from its general counsel, plaintiff does not own real estate in New Jersey and does not have offices in this State. It does not have a New Jersey telephone listing. As its general counsel attests, plaintiff "does not have any employees who are regularly in the State[.]" However, according to the general counsel, "[o]ccasionally, sales representatives [of plaintiff] may travel to [this] [S]tate to meet with customers [that are] purchasing advertising."

One of the specialty magazines published by plaintiff is "Saltwater Sportsman," a publication designed for boat retailers. Saltwater Sportsman is sold at bookstores and newsstands in many states, including New Jersey. Plaintiff purchased Saltwater Sportsmen in March 2007 from another publisher, Time for Media, Inc. ("Time").*fn2

Defendant, a New Jersey corporation with its principal offices in Lower Bank, Atlantic County, is in the business of selling and servicing luxury yachts. As explained in a certification from defendant's company representative, in or about the end of 2003 or the beginning of 2004, a sales representative from Time telephoned defendant's offices and requested a meeting. The purpose of the meeting was to explore the possibility of defendant placing advertisements in Saltwater Sportsman. As a result, two sales representatives, along with two editors, visited defendant's offices; ultimately, defendant purchased advertising in the magazine. According to the defense certification, on several occasions the magazine's sales representatives "would visit our location in New Jersey bearing gifts such as towels, baseball hats, bags and other sundries."*fn3

Defendant's ads appeared in Saltwater Sportsman eleven times, beginning in 2006, when Time published the magazine, and continuing in 2007 and 2008, after plaintiff's acquisition.

Over time, defendant fell behind in paying its advertising bills. In particular, plaintiff's general counsel asserts that defendant's account was in arrears when plaintiff acquired the magazine in March 2007 and, as part of the acquisition, plaintiff purchased the accounts receivable relating to that debt.

Eventually, as the overdue charges mounted, plaintiff filed a collection action in the Law Division in July 2009. Its complaint against defendant sought a balance due and owing of $41,935, plus interest and other costs.

Defendant filed a motion to dismiss the complaint, asserting that, under N.J.S.A. 14A:13-11, plaintiff lacked standing to sue because it did not have a certificate of authority to transact business in New Jersey. Plaintiff opposed the motion, arguing that it has no legal obligation to obtain a certificate of authority as "[plaintiff] does not transact business within the meaning of the statute." Plaintiff asserted that its business contacts with New Jersey are entirely non-local in character, and that case law prohibits New ...

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