BUSINESS ENTITIES
12-2-5235 Seven Caesars, Inc. v. Dooley House, App. Div. (per curiam) (31 pp.) The question before the court is whether a foreign corporation whose certificate of authority to conduct business in New Jersey had expired can cure that defect and retroactively validate a complaint filed when it had lost authority to do business. The city of Camden contracted with defendant to renovate a building as housing for people with AIDS. The city would compensate defendant with HUD grant money. Defendant subcontracted out to plaintiff to perform the renovation work. After work had started, the city maintained that defendant was not complying with the federal regulations concerning verification of payments. Plaintiff could not produce receipts to support its expenditures, so the city halted any additional installments. Despite evidence that plaintiff’s corporate charter had been revoked, the trial court ordered the city to release funds to plaintiff, and the city appealed. The Appellate Division reverses the trial court’s decision. A foreign corporation without a certificate of authority to transact business in New Jersey may not file suit to enforce claims arising from the business transacted during the period of its lapse. Curing the defect will not retroactively validate the prior action.
