Opinion Letter

November 17 , 2007

Mr . Edward Davis

President , Outdoor Artists , Inc

Dear Sir

This is in answer to the questions you inquired from our firm

It is to our understanding that your company is incorporated under the laws of the State of Massachusetts and now you are seeking legal opinion as to certain legal issues and court actions in the State of Rhode Island involving your company . We also understand that your company has not yet obtained a certificate of authority from the State of Rhode Island to transact business within

its territory . These are the facts as we know them . Now we set out our opinion

Q 1 . June 1 , 2007 Leo Mahony refused to pay for services in May . What legal actions may be made for collection

It is with regret to inform you that any legal action against Mr . Leo Mahony , as of this moment , is not plausible because a foreign corporation transacting business in this state (Rhode Island ) without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority ( 15 .02 (a MODEL BUSINESS CORPORATION ACT . Your company is a foreign corporation as far as the State of Rhode Island is concerned because you are incorporated under the laws of Massachusetts . And since you are a foreign corporation in the State of Rhode Island , you may not maintain an action in its courts against Mr . Leo Mahony

A suit against Mr . Leo Mahony in the courts of Massachusetts is also not plausible because the courts of Massachusetts cannot obtain jurisdiction over his person since he is a resident of Rhode Island . A collection suit is one which requires jurisdiction over the person of the defendant . Without such jurisdiction , the court cannot promulgate an enforceable judgment against him . This is a regrettable fact , too

However , the solution to this impediment is found in the very same law which gave you the impediment . The same law also says , as it may be restated , that you may maintain a proceeding in any court IF YOU OBTAIN A CERTIFICATE OF AUTHORITY from the State of Rhode Island . In the later part of this opinion , we will discuss to you how to obtain such a certificate . It is a very simple procedure . Suffice it to say for now that you have a remedy against Mr . Leo Mahony

Q 2 . Jill - suing because of damaged drainage system , performed in landscaping duties

Jill Lopez , regrettably , may maintain her damages suit against you because a state may constitutionally subject a foreign corporation which commits a tort wholly within the state to the jurisdiction of its courts for the purpose of determining liability for damages arising from such a tort (Smyth vs . Twin State Improvement Corporation (Vt . 1951 80A (2d )664 cited in W . H . Bates

Michigan Law Review , Vol . 50 , No . 5 (Mar , 1952 , pp . 763-765 . This means that Ms . Jill Lopez may maintain a tort action against you in the courts of...