A. B. R. Metals & Services, Inc. v. Roach-Russell, Inc.
| Decision Date | 18 June 1975 |
| Docket Number | No. 50729,ROACH-RUSSEL,No. 3,INC,50729,3 |
| Citation | 217 S.E.2d 447,135 Ga.App. 193 |
| Parties | A.B.R. METALS & SERVICES, INC. v |
| Court | Georgia Court of Appeals |
Jeffrey L. Sakas, Atlanta, for appellant.
Gershon, Ruden, Pindar & Olim, Jay E. Loeb, Atlanta, for appellee.
1. Code Ann. § 22-1401 requires that no foreign corporation shall transact business in this state prior to procuring a certificate of authority from the Secretary of State. Under Code Ann. § 22-1421(b) no such corporation shall, prior to obtaining such certificate, commence or maintain any suit or proceeding in any court of this state. The section was amended by Ga.L.1969, pp. 152, 196, by deleting language which would have allowed such a corporation to remedy the defect by obtaining a certificate of authority pending the action. The clear intention is to bar foreign corporations coming under this chapter (which includes most corporations generally and the appellant here) from suing a Georgia defendant until the certificate has been obtained. This action by Roach-Russell, Inc., a North Carolina corporation, was filed on September 4, 1974, and the company did not file its registration and qualify to do business until November 6, 1974. It follows that if this company was in fact transacting business in Georgia prior to November 6, 1974, the motion to dismiss on this ground is well taken.
2. The complaint in question was filed by Roach-Russell, Inc. against the appellant, charging that the latter had seized certain inventory sold to Roach-Russell by Solid Waste Equipment Co., a tenant of the defendant. Attached to the complaint was an invoice indicating the goods were purchased for resale. The invoice date was July 1, 1974. The goods were located in Atlanta, Ga., and to be held for customer pick-up. The goods were still in the warehouse on August 13, 1974, when the defendant filed its claim of lien on them for storage, alleging this service had been furnished at the instance of Solid Waste Equipment Co. which had thereafter abandoned the premises. Huddleson, president of Solid Waste, deposed that he sold a large part of his own inventory to Roach-Russell, and that he and another employee worked for Roach-Russell, which had an office in Doraville, Georgia, selling its products, and that this employment continued until the latter part of October. It is therefore clear that the plaintiff was in fact transacting business within the meaning of the statute,...
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...been obtained by such corporation," no action can be brought at all. Ga. L.1969, pp. 152, 197, § 76; A.B.R. Metals &c. v. Roach-Russell, Inc., 135 Ga.App. 193, 217 S.E.2d 447 (1975), rev'd on other grounds, Nat. Heritage Corp. v. Mount Olive Mem. Gardens, 244 Ga. 240, 242, 260 S.E.2d 1 The ......
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Clayton Carpet Mills, Inc. v. Martin Processing
...... from suing a Georgia defendant until a certificate of authority has been obtained." A.B.R. Metals & Services, Inc. v. Roach-Russell, Inc., 135 Ga.App. 193, 194, 217 S.E.2d 447 (1975) (emphasis added). Additionally, this interpretation is consistent with O.C.G.A. § 14-2-331(c) (Michie 19......
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...in existence, to continue or preserve). 7. 1968 Ga. Laws 565, 790. 8. 1969 Ga. Laws 152, 196. 9. A.B.R. Metals & Servs., Inc. v. Roach-Russell, Inc., 135 Ga.App. 193, 217 S.E.2d 447 (1975). 10. OCGA § 14-2-1502, 11. State v. C.S.B., 250 Ga. 261, 263, 297 S.E.2d 260 (1982) (courts must const......
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...a viable defense because obtaining the certificate is a condition precedent to filing suit. See A.B.R. Metals & Services, Inc. v. Roach-Russell, Inc., 135 Ga.App. 193, 217 S.E.2d 447 (1975). For our purposes, we shall assume that Morgan was required to obtain a certificate of authority to t......