Supreme Realty Assoc. Co. v. Korovessis
656 N.Y.S.2d 797, 1997 N.Y. Misc. LEXIS 116, 171 Misc.2d 996 (1997)
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Rule of Law:
Under New York General Business Law § 130, a partnership must file a certificate of doing business in every county where it conducts or transacts business, which includes owning and operating income-generating real property, not just in the county where its principal office is located.
Facts:
- Petitioner, Supreme Realty, is a partnership that owns and operates income-generating commercial property in Bronx County.
- Respondent is a tenant in petitioner's Bronx County property.
- Petitioner's sole business office is located in New York County, not Bronx County.
- The lease agreement identifies petitioner's address as being in New York County, and respondent sends rent payments to that address.
- Petitioner filed a certificate of doing business in New York County.
- Petitioner did not file a certificate of doing business in Bronx County.
- A dispute arose over respondent's alleged nonpayment of rent.
Procedural Posture:
- Petitioner, Supreme Realty, initiated a commercial nonpayment proceeding against respondent in the Civil Court of the City of New York, Bronx County.
- Respondent filed a motion to dismiss the proceeding pursuant to CPLR 3211 (a) (3) and General Business Law § 130.
- Respondent argued that petitioner lacked the legal capacity to sue because it had failed to file a certificate of doing business in Bronx County.
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Issue:
Does New York General Business Law § 130 require a partnership that owns and operates income-generating commercial property in one county to file a certificate of doing business in that county to maintain a legal action there, even if its sole office is in a different county where it has already filed?
Opinions:
Majority - Doris Ling-Cohan, J.
Yes. A partnership that owns and operates income-generating commercial property is required to file a certificate of doing business in that county to have the legal capacity to sue there. The court reasoned that owning and operating income-generating real property axiomatically constitutes the transaction of business. It distinguished this case from precedents involving residential properties where other statutes, like the Multiple Dwelling Law, satisfy public notice requirements. The court compared General Business Law § 130, which requires filing in 'each county in which such business is conducted,' with Partnership Law § 91, which specifically requires filing only in the county of the 'principal office.' The court concluded that the legislature's different wording was intentional, mandating filing wherever business is actually transacted, not just where an office is maintained. Therefore, petitioner's failure to file in Bronx County bars it from maintaining the action until it complies with the statute.
Analysis:
This decision clarifies the geographic scope of the filing requirements under General Business Law § 130, particularly for real estate businesses. It establishes that the physical location of income-generating assets, not just the location of a company's administrative office, determines where a 'certificate of doing business' must be filed. This precedent requires businesses, especially partnerships with properties in multiple counties, to be diligent about local filing requirements to preserve their right to access the courts in those jurisdictions. The ruling reinforces the public policy goal of ensuring that the public can easily identify the individuals behind businesses operating in their community.
