MICHIGAN.—Foreign corporations filing in the office of the Secretary of State certified copy of articles of incorporation and an appointment of an agent in this State for service of processes may carry on their business in Michigan. Foreign corporations may bring suits on furnishing security for costs.
NEW YORK.—No foreign corporation shall do business without first procuring from the Secretary of State certificate that it has complied with requirements of law. License fee shall be paid. No foreign corporation can do business in New York or sue on contract made there unless it has procured such certificate prior to the making of the contract. Selling goods through a factor within the State is not covered by this prohibitive clause. Before granting such certificate foreign corporation must file with Secretary of State copy of its charter and a statement setting forth its business, its principal place of business within the State and designating the person upon whom processes may be served. Such person must have an office within the State, where the principal place of business of such corporation is located. Foreign corporations must pay to State Treasurer a license fee of one-eighth of one per cent. for privilege of exercising its corporate franchise in New York, to be computed upon the amount of capital stock employed within the State during its first year of business.
Where a contract was made for three carloads of a company’s No. 1 white cedar shingles and the purchaser accepted and paid for two carloads, but refused to accept the third because of alleged inferior grade and quality, and because the shingles were not made by said company, the Supreme Court of Minnesota holds that the contract as to the three carloads was separable, so that the purchaser’s payment and the seller’s acceptance of payment for two carloads did not prevent the seller from beginning an action to recover the purchase price of the third carload nor the purchaser from defending therein. The court also holds that a buyer, seeking to reject an article as not in accordance with the contract of sale, must do nothing after he discovers the true condition inconsistent with the seller’s ownership of the property.—Duluth Log. Co. vs. John C. Hill Co., 124 N. W., 967.