Henry W. Mahar, Respondent v. Harrington Park Villa Sites, a Corporation, Appellant, Impleaded With Another

Summary

The New York Court of Appeals held that the plaintiff's complaint did not state facts sufficient to constitute a cause of action because the contract, while not void, could not be enforced against the foreign corporation which lacked the required certificate of authority. The penalty for non‑compliance with §15 of the General Corporation Law is limited to the corporation's disability to sue, not to the invalidation of the contract. Accordingly, the Court reversed the Appellate Division and affirmed the Appellate Term, sustaining the demurrer. Justice Cullen, Ch. J., filed a concurrence agreeing with this reasoning.