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IRAC method for: In 2007, Drake Manufacturing Company, Inc. (Drake), a Delaware corporation, entered into an agreement to sell equipment to Polyflow, Inc. (Polyflow). Drake
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In 2007, Drake Manufacturing Company, Inc. ("Drake"), a Delaware corporation, entered into an agreement to sell equipment to Polyflow, Inc. ("Polyflow"). Drake shipped the equipment from its plant in Sheffield, Pennsylvania, to Polyflow's business establishment in Oaks, Pennsylvania, and other out-of-state destinations including California, Holland, and Canada. The record includes approximately 75 bills from Drake to Polyflow for equipment between August 2008 and April 2009. In June 2009, Drake brought a civil complaint against Polyflow for breach of contract for failure to pay for the equipment delivered. In August 2009, Polyflow answered the complaint and alleged that Drake was not authorized to bring a suit in Pennsylvania as a foreign corporation. In a short nonjury trial in February 2014, Drake presented evidence of Polyflow's failure to pay. Polyflow's onty defense was that Drake lacked capacity to sue because Drake failed to obtain a certificate of authority from the Department of State authorizing Drake to do business in Pennsylvania as a foreign corporation. Drake did not possess a certificate of authority at the time of trial, and Drake failed to apply for a certificate of authority until the day of trial. At the close of trial, Polyflow moved for compulsory nonsuit due to Drake's lack of capacity to sue and its failure to submit a certificate of authority into evidence. The trial court denied Polyflow's motion for nonsuit and announced its verdict in favor of Drake in the amount of $291,766.61 On March 5, 2014, Polyflow filed a post-trial motion seeking judgment notwithstanding the verdict (JNOV) due to Drake's failure to submit a certificate of authority into evidence. On March 17, 2014, the Department of State issued Drake a certificate of authority to do business in Pennsy/vania as a foreign corporation. On April 17, 2014, almost two months after the verdict, Drake submitted its certificate of authority in response to Polyflow's post-trial motions. On May 23, 2014, relying on Drake's delinquent certificate of authority, the trial court denied Polyflow's post-trial motions. Polyflow thereupon filed an appeal from the money judgment entered in favor of Drake for breach of contract. Additionally, Polyflow argued that the trial court erroneously denied its motion for JNOV because at the time of trial, Drake was not registered to conduct business in Pennsylvania and thus lacked capacity to sue under 15 Pa. Cons. Stat. $4121,4122, and 4141.15 Pa. Cons. Stat. $4121 provides: A foreign business corporation, before doing business in this Commonwealth, shall procure a certificate of authority to do so from the Department of State, in the manner provided in this subchapter.... Section 4122 (a) identifies activities which do not constitute "doing business," either individually or collectively, and provides: Without excluding other activities that may not constitute doing business in this Commonwealth, a foreign business corporation shall not be considered to be doing business in this Commonwealth for the purposes of this subchapter by reason of carrying on in thisStep by Step Solution
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