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07/29/77 GOODWIN BROTHERS LEASING v. KATHERINE

July 29, 1977

GOODWIN BROTHERS LEASING, INC.
v.
KATHERINE NOUSIS



Middlesex. Contract. Writ in the District Court of Central Middlesex dated September 21, 1973. The action was heard by Forte, J.

Hennessey, C.j., Quirico, Braucher, Wilkins, & Abrams, JJ.

SYLLABUS BY THE COURT

Statute, Construction, Retroactive statute. Corporation, Foreign corporation. Interstate Commerce. Words, "No action shall be maintained."

The opinion of the court was delivered by: Abrams

In an action of contract, where a request for ruling was a patent overstatement of the law but sufficiently apprised the Judge of the substance of the request, it was not so insufficient as to foreclose on procedural grounds its consideration. [172]

The provisions of G. L. c. 181, § 9, as appearing in St. 1973, c. 844, § 1, are remedial in nature and control future procedure in reference to previously existing causes of action. [172-174]

A foreign corporation which was engaged in interstate commerce and owned and leased out several machines within Massachusetts as mere incidents of its interstate business was not subject to the filing requirements of G. L. c. 181, § 4. [174-177]

Where an appeal concerned the construction of a newly enacted statute which presented substantial questions of first impression, this court denied a motion to assess additional interest as permitted by G. L. c. 231, §§ 6F and 6G. [177-178]

The plaintiff Goodwin Brothers Leasing, Inc. (Goodwin), a Kentucky corporation, brought an action of contract to recover money allegedly due for the leasing of a Ballantyne pressure fryer under an agreement entered into with the defendant Katherine Nousis on March 18, 1970. The defendant answered by general denial, denial of the genuineness of the defendant's signature, and by pleading specially that Goodwin failed to comply with the provisions of G. L. c. 181 relating to the registration of foreign corporations.

At the close of trial the defendant made four requests for rulings of which three were granted. The Judge's denial of a request concerning the effect of the failure of Goodwin to register as a foreign corporation is the principal subject of this appeal. The Judge found for the plaintiff and awarded $4,917.44 in damages. The defendant's motion for a new trial was denied.

The defendant claimed a report to the Appellate Division of the District Courts, Northern District. The case was reported and, after finding no prejudicial error, the Appellate Division ordered the report dismissed. The defendant appealed to this court. We affirm the order of the Appellate Division dismissing the report.

We summarize the relevant facts. The defendant was the proprietress of a pizza business managed by her son-in-law. She arranged to acquire the Ballantyne pressure fryer from a company which then sold the machine to Goodwin. Goodwin, in turn, leased it to the defendant. The lease contract, dated March 18, 1970, was duly recorded with the town clerk of Ayer.

By the terms of the contract Goodwin retained legal title to the apparatus and reserved the right to remove it on default. It called for sixty monthly payments of $88, amounting to a total of $5,280. In April, 1970, the defendant sold the business to her son-in-law, and he accepted delivery of the equipment in May, 1970. Sixteen monthly payments were made, but in August, 1971, the son-in-law discontinued the business and requested Goodwin to remove the fryer. Goodwin removed the machine and sued for the balance due under the contract.

Goodwin is a foreign corporation duly licensed under the laws of Kentucky. It has never filed any certificate as specified in G. L. c. 181, ยง 4, for foreign ...


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