Consequences of transacting business without authority.--

[iamfreeru2]

JRB, First, Discover Card Services, Inc is not registered here in Florida, but were at one time. I have attached the web page regarding Discover Card Services, Inc., as you may want to take a very good look. They are inactive and have been since 1995 when their agent status was revoked. Furthermore, to be a registered agent their address must be in Florida, not Illinois. It would do you good to do a little more research so as to not make unfounded claims such as the one you made here.

Here is the link to the web page: http://www.sunbiz.org/scripts/cordet...RDSERVICES&r5=

[fulltitle]

WITHOUT PREJUDICE
Along with revenues, the State of Florida likely wants perfection of jurisdiction and situs with respect to the foreign corporation and would-be proceedings and by requiring a foreign corporation to request and hold a certificate of authority. No offense, but, I hope that "real judges" arent so slack in interpreting code--perhaps that's how the "whole mess" started? Might some judges be a bit too eager and all-too-ready to appease Ashtoreth? Its one thing to heave wealth and gain. Its another thing to worship it and put it above all things scrupulous and having virtue.

[Judge Roy Bean]

Originally Posted by iamfreeru2

It would do you good to do a little more research so as to not make unfounded claims such as the one you made here.

Here is the link to the web page: http://www.sunbiz.org/scripts/cordet...RDSERVICES&r5=

You need better court research resources.

Note that the address still worked as the "registered agent FOR SERVICE" for the federal cases filed in the latter half of last year.

Companies change hands - Discover (Sears) got blended into Dean Witter then all of the Sears Financial Network got bought by Morgan Stanley.

In the process, it went to "Dean Witter, Discover & Co." which was also withdrawn when it became part of MS.

Either way, if you're in state or federal court, you can still serve them and/or the current parent company - Morgan Stanley, through their registered agent at:

C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION FL 33324

Or do you think they're not the same folks?

Just trying to keep you from making a fool of yourself where it really counts.

[chapka]

Originally Posted by iamfreeru2

Yes I have read 1501 and it does not apply. If it does in what way? In order to enforce their state contracts they must be rgistered as a foreign corporation. Again an action with DB as Plaintiff cannot be maintained. Also this is not dealing in an interstate contract or what would be considered interstate commerce and no claim has been made as such. There is not even any evidence that Discover is aware of the complaint since the alleged debt was probably sold after it was written off.

I don't know all the facts of your case, so I won't presume to give you legal advice. But at first blush, it seems to me that, assuming we're talking about a credit card debt here, what Discover did was:

(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.

In other words, they sent you junk mail, you filled out a credit card application, you mailed it to Discover in another state, and they approved it. Now, in order to

(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

collect the debt you owe them, they're

(a) Maintaining, defending, or settling any proceeding.

suing you.

Where do you get the "state contract" from? I'm not familiar with that concept.

[iamfreeru2]

Originally Posted by Judge Roy Bean

You need better court research resources.

Note that the address still worked as the "registered agent FOR SERVICE" for the federal cases filed in the latter half of last year.

Companies change hands - Discover (Sears) got blended into Dean Witter then all of the Sears Financial Network got bought by Morgan Stanley.

In the process, it went to "Dean Witter, Discover & Co." which was also withdrawn when it became part of MS.

Either way, if you're in state or federal court, you can still serve them and/or the current parent company - Morgan Stanley, through their registered agent at:

C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION FL 33324

Or do you think they're not the same folks?

Just trying to keep you from making a fool of yourself where it really counts.

I will let the court decide.. If the court allows the suit to continue Discover is the loser anyway even if they receive a judgment, because they will never collect on the alleged debt. There is nothing that can be attached. I do not work for anyone else, I have no bank account, and our home is protected because here in Florida it is our homestead and this kind of judgment would be worthless.The only ones that will make out in this deal is the attorneys because they collect from Discover. You think I care about credit, think again. That is one reason why this country it going down the tubes. Also Discover has to prove there is a contract as well as other things. If you think I have all my eggs in the Motion to Dismiss you would be wrong.

By the way I am not afraid to make a fool out of myself to learn something. Allot of people have made fools out of themselves in the learning process. Why should we be afraid of that? So what? You think I care that you think I may be considerd a fool? LOL

[Jerseee]

Iamfree,

I reluctantly agree with Judge Roy. #5 is there for a reason. It almost appears that #5 undoes what the essence of the code is about.

Please be careful.

Although the good Judge is somewhat of a defeatist here on the forum, there are at times (very few) that the good Judge (esquire) is giving a service here. Unfortunately, in the pursuit of personal freedom, we (the people) need folks like the good Judge to remind us of all that could go wrong.

It is a filthy balance.

[fulltitle]

WITHOUT PREJUDICE
This specific code:

(5) Notwithstanding subsections (1) and (2), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of any of its contracts, deeds, mortgages, security interests, or corporate acts or prevent it from defending any proceeding in this state.

Is basically a restatement of:

No State shall...pass any...Law impairing the Obligation of Contracts." Article 1 § 10 U.S. Const.

Even if a company does not have a certificate of authority, its contracts are valid. However, if a foreign corporation wishes to whack the local citizenry over the head using state authority, then it apparently needs to more fully expose itself to countersuit in Florida court and also show dem (the Fla. legislature) da money. Their intent is IMHO clear.

[iamfreeru2]

Originally Posted by Jerseee

Iamfree,

I reluctantly agree with Judge Roy. #5 is there for a reason. It almost appears that #5 undoes what the essence of the code is about.

Please be careful.

Although the good Judge is somewhat of a defeatist here on the forum, there are at times (very few) that the good Judge (esquire) is giving a service here. Unfortunately, in the pursuit of personal freedom, we (the people) need folks like the good Judge to remind us of all that could go wrong.

It is a filthy balance.

Jerseee,

Thanks for the post. First. I would like to say that the alleged contract must first be proven, which it cannot be. Second, if it were to be proven it must be proved that it is not under intrastate commerce and is in fact under interstate commerce, again which it would not be. Also as Chapka has pointed to under f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts, this must be proven as well if a contract exists between me and Discover, which again it does not. There are many things that have been brought up in other filings with the court, none of which Discover will or can provide, including production of documents to prove their claim. If they do not produce and the motion to dismiss is not granted a motion to compel will be filed. There are also interrogatories and admissions that must be dealt with. All in all I have a handle on this, but like I said in the long run it does not matter. I do not owe them any "money" and they cannot collect, and that's a fact they are going to have to live with. When one is judgment proof it does not matter how many pieces of paper you have that say judgment on them. They are all worthless.

Also #5 simply says the contract, if there is one, is still valid. However, to enforce the contract by maintaining an action in a court, as plaintiff, if a foreign corporation, under Florida Statute you must have a certificate of authority. No certificate, no suit. It is as simple as that. I have all the S.Ct. decisions to back up that claim.

Also remember the burden of proof is on the Plaintiff, not me. Let them prove their allegations and claims, if they can. LOL!!

[fulltitle]

WITHOUT PREJUDICE

(5) Notwithstanding subsections (1) and (2), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of any of its contracts, deeds, mortgages, security interests, or corporate acts or prevent it from defending any proceeding in this state.

Considering all the rest with (5) they appear to be saying "we're not saying that your valid contracts are invalid cos we cant pass a law impairing the obligation of contracts *but* you must -ahem- contract with the State of Florida if you wish to initiate a court proceeding concerning those obligated to you". Might they be taking prospective plaintiffs to the court of conscience?

[wisper]

Originally Posted by iamfreeru2

JRB, Disvover Card Services did not bring suit. It was Discover Bank. If Discover Bank is bringing suit they must be registerd.

>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> >.

There are acouple things required. First, you have to have a registrar in the state to handle processes, (such as notices, taxes etc) and this can be anyone or any business in the state. Next, you have to go through the process of getting a certificate of good standing from the secretary of state where the corp is incorporated. With that in hand you must apply to another state to operate there as a foreign corp, and you must name a registar in the new state as well, with an address in the new state ( can be anyone with mail service).
I don't know whether the registrar can act in a fiduciary capacity, as it would take a resolution of the board, and would entail significant risk. The registrar is just a mail box holder who acts as a mail forwarder.
Having an address out of Fla. in this case, says there is no *registrar*,
so in most states the corporation wouldn't be allowed as a foreign corp.