Blaw 308, Business Law II

1)first is a Case brief and the case name is Drake manufacturing company, Inc. v. Polyflow, Inc. it should be in IRAC format. I attach the case and format details below. For. the case brief before the IRAC format. there should be one paragraph or two about the summary facts  of the case and then should be IRAC format.

2)answering question number 4. only question number 4. ( I will attach the question below.)

To brief cases, use the following “IRAC” format:
(Before the issue, write a brief summary of the facts of the case in your own words. End the facts
section by explaining where the case is in the court system. Example: The trial court ruled against the
plaintiff, who then appealed.)
Issue: What question must be answered in order to reach a conclusion in the case? This should be a
legal question which, when answered, gives a result in the particular case. Make it specific (e.g. “Has
there been a false imprisonment if the plaintiff was asleep at the time of ‘confinement’?”) rather
than general (e.g. “Will the plaintiff be successful?”) You may make it referable to the specific case
being briefed (e.g. “Did Miller owe a duty of care to Osco, Inc.?”) or which can apply to all cases
which present a similar question, (e.g. “Is a duty owed whenever there is an employment
relationship?”) Most cases present one issue. If there is more than one issue, list all, and give rules
for all issues raised.
Rule: The rule is the law which applies to the issue. It should be stated as a general principal, (e.g. A duty
of care is owed whenever the defendant should anticipate that her conduct could create a risk of
harm to the plaintiff) not a conclusion to the particular case being briefed, (e.g. “The defendant was
negligent”). Here you should use the precise language as stated by the Court.
Application: The application is a discussion of how the rule applies to the facts of a particular case.
While the issue and rule are normally only one sentence each, the application is normally paragraphs
long. It should be a written debate – not simply a statement of the conclusion. Whenever possible,
present both sides of any issue. Do not begin with your conclusion. The application shows how you
are able to reason on paper and is the most difficult (and, on exams, the most important) skill you
will learn. This section should be written in your own words. Here you should be a reporter,
explaining to your reader the analysis the Court went through in coming to its conclusion.
Conclusion: What was the result of the case?To brief cases, use the following “IRAC” format:
(Before the issue, write a brief summary of the facts of the case in your own words. End the facts
section by explaining where the case is in the court system. Example: The trial court ruled against the
plaintiff, who then appealed.)
Issue: What question must be answered in order to reach a conclusion in the case? This should be a
legal question which, when answered, gives a result in the particular case. Make it specific (e.g. “Has
there been a false imprisonment if the plaintiff was asleep at the time of ‘confinement’?”) rather
than general (e.g. “Will the plaintiff be successful?”) You may make it referable to the specific case
being briefed (e.g. “Did Miller owe a duty of care to Osco, Inc.?”) or which can apply to all cases
which present a similar question, (e.g. “Is a duty owed whenever there is an employment
relationship?”) Most cases present one issue. If there is more than one issue, list all, and give rules
for all issues raised.
Rule: The rule is the law which applies to the issue. It should be stated as a general principal, (e.g. A duty
of care is owed whenever the defendant should anticipate that her conduct could create a risk of
harm to the plaintiff) not a conclusion to the particular case being briefed, (e.g. “The defendant was
negligent”). Here you should use the precise language as stated by the Court.
Application: The application is a discussion of how the rule applies to the facts of a particular case.
While the issue and rule are normally only one sentence each, the application is normally paragraphs
long. It should be a written debate – not simply a statement of the conclusion. Whenever possible,
present both sides of any issue. Do not begin with your conclusion. The application shows how you
are able to reason on paper and is the most difficult (and, on exams, the most important) skill you
will learn. This section should be written in your own words. Here you should be a reporter,
explaining to your reader the analysis the Court went through in coming to its conclusion.
Conclusion: What was the result of the case?41-12
Corporations
a lawsuit in this Commonwealth, regardless of whether the lawsuit
itself concerns in-state conduct or out-of-state conduct. The trial
court thus erred by denying Polyfow’s motion for judgment n.o.v.
The trial court relied on Drake’s delinquent certificate of
authority as its basis for denying Polyflow’s post-trial motions;
however, our Supreme Court’s decision in Claudio v. Dean
Machine Co., 574 Pa. 359, 831 A.2d 140 (2003), prohibits Drake
from submitting evidence in post-trial proceedings that it failed
to submit during trial due to its own lack of reasonable diligence.
Drake had no right to submit the certificate of authority into the
record in the post-trial motion stage.
For the foregoing reasons, we hold that the trial court erred
in denying Polyflow’s motion for judgment n.o.v. We reverse the
order denying Polyflow’s post-trial motions and remand for entry
of judgment n.o.v. in favor of Polyflow.
Judgment reversed. Case remanded for entry of judgment n.o.v. in
favor of Polyflow.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 corpo-
ration shall not be considered to be doing business in this Commonwealth for the purposes of this subchapter by reason of
carrying on in this Commonwealth any one or more of the following acts:
(1) Maintaining or defending any action or administrative or arbitration proceeding or effecting the settlement thereof
or the settlement of claims or disputes; (2) Holding meetings of its directors or shareholders or carrying on other activi-
ties concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer,
exchange and registration of its securities or appointing and maintaining trustees or depositaries with relation to its
securities; (5) Effecting sales through independent contractors; (6) Soliciting or procuring orders, whether by mail or
through employees or agents or otherwise, and maintaining offices therefor, where the orders require acceptance without
this Commonwealth before becoming binding contracts; (7) Creating as borrower or lender, acquiring or incurring, obli-
gations or mortgages or other security interests in real or personal property; (8) Securing or collecting debts or enforcing
any rights in property securing them; (9) Transacting any business in interstate or foreign commerce; (10) Conducting
an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions
of like nature; (11) Inspecting, appraising and acquiring real estate and mortgages and other liens thereon and personal
property and security interests therein, and holding, leasing, conveying and transferring them, as fiduciary or otherwise.
Section 4141(a) provides:
[A] nonqualified foreign business corporation doing business in this Commonwealth within the meaning of Subchapter B
(relating to qualification) shall not be permitted to maintain any action or proceeding in any court of this Commonwealth
until the corporation has obtained a certificate of authority.
The Superior Court first concluded that Polyflow appropriately preserved for appeal the issue of Drake’s lack of capacity to sue. The
court then considered whether Polyflow was entitled to JNOV due to Drake’s failure to submit a certificate of authority.
Jenkins, Judge
Applying section 4141(a), this Court has held that a foreign
corporation that failed to obtain a certificate of authority could
not bring suit in Pennsylvania, because entry into contract with
the defendant, a Pennsylvania corporation, and its shipment of
lighting fixtures to Pennsylvania on six occasions over approxi-
mately six months constituted “doing business in this Common-
wealth.” Leswat Lighting Systems, Inc. v. Lehigh Valley Restaurant
Group, Inc., 444 Pa. Super. 281, 663 A.2d 783, 785 (1995). The
evidence demonstrates that Drake failed to submit a certificate
of authority into evidence prior to the verdict in violation of
15 Pa.C.S. § 4121(a); therefore, the trial court should not have
allowed Drake to prosecute its action. 15 Pa.C.S. § 4141(a).
The trial court contends that Drake is exempt from the certifi-
cate of authority requirement because it merely commenced suit
in Pennsylvania to collect a debt, conduct that does not constitute
“doing business” under section 4122(a)(1) and (8). Drake did
much more, however, than file a suit or attempt to collect debt.
Drake maintains an office in Pennsylvania to conduct local busi-
ness, conduct which “[typically] require[s] a certificate of author-
ity.” 15 Pa.C.S. § 4122, Committee Comment. Drake also entered
into a contract with Polyflow, and, in dozens of occasions over
an eight month period, shipped equipment to Polyflow’s place
of business in Pennsylvania-far more than the “isolated transac-
tion” exception under section 4122(a)(10) or the six shipments
over a six-month period that the Court previously held constituted
“doing business.” See Leswat Lighting Systems, supra. In short,
Drake’s conduct was “more regular, systematic, [and] extensive
than that described in [section 4122(a), [thus] constitut[ing] the
transaction of business and requir[ing] [Drake] to obtain a certifi-
cate of authority.” See 15 Pa.C.S. § 4122, Committee Comment.
We also hold that Drake needed a certificate of authority to
sue Polyflow in Pennsylvania for Polyflow’s failure to pay for out-
of-state shipments in California, Canada, and Holland. A foreign
corporation that “does business” in Pennsylvania within the mean-
ing of section 4122 must obtain a certificate in order to prosecuteDrake Manufacturing Company, Inc. v. Polyflow, Inc.
109 A.3d 250 (Pa. Super. Ct. 2015)
In 2007, Drake Manufacturing Company, Inc. (“Drake”), a Delaware corporation, entered into an agreement to sell equipment to Poly-
flow, 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 only 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 Pennsylvania 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.searching online, and he decided to stop by 14th Street
Photo’s store to check out a Nikon camera in which
he was interested. Granato purchased the camera at
14th Street Photo’s store while he was in New York.
He was given possession of the camera in New York,
and he carried it back with him to Michigan. Once
there, he discovered that the camera was not new,
but reconditioned. He called 14th Street Photo, but it
refused to refund his money. Granato sued 14th Street
Photo in a Michigan trial court. Did the Michigan court
have jurisdiction over 14th Street Photo?
5. Mead Corporation, an Ohio corporation in the business
of producing and selling paper, packaging, and schoolsearching online, and he decided to stop by 14th Street
Photo’s store to check out a Nikon camera in which
he was interested. Granato purchased the camera at
14th Street Photo’s store while he was in New York.
He was given possession of the camera in New York,
and he carried it back with him to Michigan. Once
there, he discovered that the camera was not new,
but reconditioned. He called 14th Street Photo, but it
refused to refund his money. Granato sued 14th Street
Photo in a Michigan trial court. Did the Michigan court
have jurisdiction over 14th Street Photo?
5. Mead Corporation, an Ohio corporation in the business
of producing and selling paper, packaging, and school4. Travis Granato, a resident of Michigan, traveled to
New York City to visit his brother. While there, he
stopped in an electronics store in the Union Square
area, 14th Street Photo, a New York corporation. 14th
Street Photo’s assets were entirely located in New York
State. It did, however, sell its products in interstate
commerce through its website, including $45,000 of
merchandise sold over the web in the previous year
to residents of Michigan. When a customer ordered
from its website, 14th Street Photo delivered that item
to the customer using either UPS or FedEx. Granato
became aware of 14th Street Photo and its products by