Consequences of transacting business without authority.--

[fulltitle]

DISCOVER BANK IS NOT DISCOVER CARD SERVICES
As JRB and others have pointed out, "Discover Bank" is not "Discover Card Services, Inc." They are wholly different corporations with different charters. Gathering knowledge about bank payment systems and how the credit card card payment systems work one would know for sure that (and why) Discover Bank and Discover Card Services, Inc. are wholly different and that they primarily (from the external view) share brand and identity (i.e. marketing spiel). Is a credit card company necessarily a bank? Discover Bank might "operate" Discover Financial/Card Services or w/e it is but that does not mean that they are the same entity.



DISCOVER & SEARS
Discover Bank is a Delaware-domestic corporation [#0434407 and since 4/4/1911 (Sussex County, Delaware)]. IBM Australia isnt IBM USA. Just cos they share brands doesn't make them the same company. "Uncover Financial" and could a trademark/logo/tradename utilized by corporations named "Hot, Inc." and "Cold, Inc." which were each respectfully formed in Nova Scotia and Papua New Guinea and they could still share that samed "Discover logo" but that doesnt make them the same corporation.



DiscoverCard is technically a *brand* of credit card that came out of the Sears Financial Network or w/e of Sears the retailer. Discover Card Services is based where its mamma and the Sears Tower are based: Chicagoland, Illinois. Sears bought Dean Witter Reynolds. The retail side's rejection of MC and Visa hurt the retail and so Sears sold the "financial side" off and it wound up in the hands of Morgan Stanley. Discover Card Services, Inc. or w/e is still an Illinois corporation.

Now, to my knowledge, Discover Bank cant sue in Florida without a certificate of authority. If they have in the past, that may mean the defendant/respondent didnt know better. Will a judge necessarily take judicial notice for a plaintiff or defendant who doesnt give such judicial notice?

[charlesa6]

Originally Posted by fulltitle

DISCOVER BANK IS NOT DISCOVER CARD SERVICES
As JRB and others have pointed out, "Discover Bank" is not "Discover Card Services, Inc." They are wholly different corporations with different charters. Gathering knowledge about bank payment systems and how the credit card card payment systems work one would know for sure that (and why) Discover Bank and Discover Card Services, Inc. are wholly different and that they primarily (from the external view) share brand and identity (i.e. marketing spiel). Is a credit card company necessarily a bank? Discover Bank might "operate" Discover Financial/Card Services or w/e it is but that does not mean that they are the same entity.



DISCOVER & SEARS
Discover Bank is a Delaware-domestic corporation [#0434407 and since 4/4/1911 (Sussex County, Delaware)]. IBM Australia isnt IBM USA. Just cos they share brands doesn't make them the same company. "Uncover Financial" and could a trademark/logo/tradename utilized by corporations named "Hot, Inc." and "Cold, Inc." which were each respectfully formed in Nova Scotia and Papua New Guinea and they could still share that samed "Discover logo" but that doesnt make them the same corporation.



DiscoverCard is technically a *brand* of credit card that came out of the Sears Financial Network or w/e of Sears the retailer. Discover Card Services is based where its mamma and the Sears Tower are based: Chicagoland, Illinois. Sears bought Dean Witter Reynolds. The retail side's rejection of MC and Visa hurt the retail and so Sears sold the "financial side" off and it wound up in the hands of Morgan Stanley. Discover Card Services, Inc. or w/e is still an Illinois corporation.

Now, to my knowledge, Discover Bank cant sue in Florida without a certificate of authority. If they have in the past, that may mean the defendant/respondent didnt know better. Will a judge necessarily take judicial notice for a plaintiff or defendant who doesnt give such judicial notice?

Well said, fulltitle.

[Jerseee]

Iamfree,

My message was only to be taken as "watch your back".

You see, the good Judge bought up something that your oppponents may try to do as well. So in essence the good Judge assisted you.

This is what I meant by a filthy balance.

godspeed

[charlesa6]

Originally Posted by Jerseee

Iamfree,

My message was only to be taken as "watch your back".

You see, the good Judge bought up something that your oppponents may try to do as well. So in essence the good Judge assisted you.

This is what I meant by a filthy balance.

godspeed

Thanks jerseee for chime in. That is my point exactly. I will call it hypocrite.

[fulltitle]

WITHOUT PREJUDICE

Originally Posted by Jerseee

Iamfree,

My message was only to be taken as "watch your back".

You see, the good Judge bought up something that your oppponents may try to do as well. So in essence the good Judge assisted you.

This is what I meant by a filthy balance.

godspeed

Agreed. Indeed, my primary goal was to expound upon the topic matter not to snub anyone or slight them. And certainly its good to have input that makes one think. I also consider and encourage others to consider that JRB may be aware of some subtle principle that would allow Discover Bank to get up in face down in Fla. I am in rather in agreement with JRB regard to Discover Card Services, Inc.'s ability to sue even though its Florida registration is 'inactive'. Florida's corporations site could also have a thirty day or more lag. Despite the 'inactive', DiscoverCard might get only insignificantly [for them] fined on the side or get berated by the State of Florida until they get their paperwork up to date or w/e the situation is. But Discover Card Services, Inc. may have adequate standing in Fla. even if its franchise fees arent paid up.

Some points I make are so that people who read a thread like this get a broader base and more richer comprehension for what its worth. My going on about DiscoverCard was mostly to assist people who might not know the mechinations of corporation law and the structuring of corporations how the brands are meant to make neat and seamless identities without unecessarily exposing the loose and messy 'internal wiring' to the public.

And that CT Corporation, yes they are registered agent for many a guargantuan firm. Their relevance and prevalence ought not be overlooked. However, bits of code like the one dealing with the certificate of authority, often have an 'odor' or 'flavor' or 'theme' about them. In interpreting code, I look for a theme. In (5), utilization of the word "impair"/"impairing" was a likely a hint/reminder/clue/signal/note-to-self of why [the Fla. legislature] they penned that in (i.e. the US Const.'s "Contract Clause and Section Ten of the Fla. Const.). Using specific words makes it easier for them to manage, search and cross-reference code.

[iamfreeru2]

Thanks guys. I appreciate all the input on this. I have contacted the SOS here in Florida to check to see if Discover Bank was registered by any other name and I was told they were not. We shall see what transpires in court. The motion to dismiss was filed yesterday and a court date will be assigned shortly.

Jerseee, I am not upset with you by any means and I hope you did not take my post that way. As I said all #5 does is say the contracts, if good, are still in effect. Then you have to have standing as a foreign corp. to bring suit, which means registration.

I will say that JRB is better than most on that other site and he has made me think a few times. As far as Discover Bank is concerned, proof will have to be presented by them regarding their allegations. The very first thing that will have to be proven is a contract. As you know if there is no contract then there is no jurisdiction for the court to proceed and my motion should be granted. Jurisdiction can be brought up at anytime and can be lost at anytime as well.

I am also fully aware what Discover attorneys may try. I will not say that I have an automatic win, but neither do they. I have already stated that they lose any way you look at it. Discover is throwing their FRNs down the drain, if they are really the ones suing here. The same is true for anyone that is the real party suing. So let them have at it, but when it comes time to collect, they will be waiting for a very long time. LOL

[chapka]

Originally Posted by iamfreeru2

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.

Where does it say that? I'm not saying you're wrong, especially if you've got case law to back your position up. But I don't see anything in the statute that says you have to be registered to bring a lawsuit unless you're also doing business in Florida, and "maintaining an action" is specifically exempted from the definition of "doing business," meaning the lawsuit itself isn't "business," as far as I can tell. Do the cases say something different?

[iamfreeru2]

Originally Posted by chapka

Where does it say that? I'm not saying you're wrong, especially if you've got case law to back your position up. But I don't see anything in the statute that says you have to be registered to bring a lawsuit unless you're also doing business in Florida, and "maintaining an action" is specifically exempted from the definition of "doing business," meaning the lawsuit itself isn't "business," as far as I can tell. Do the cases say something different?

The cases say if you are in intrastate commerce then you may be required to register, which is in fact what the Fla. Stat. says. What #5 says in part: "or prevent it from defending any proceeding in this state." It is not about initiating an action, only defending one brought against it. The cases I am relying on say if the foreign corp. is ingaged in intrastate commerce it cannot maintain an action in court it brought as plaintiff without first registering if there is such a requirement. Again there is such a requirement in Florida according to the statutes. Now it will be up to Discover Bank to prove otherwise. First and foremost, however, Discover must prove the existance of the contract and bring it forth. This they cannot do.

[iamfreeru2]

Without posting my entire motion here I have posted the follwing from my motion. This is just one case with which I am relying on.

The Supreme Court has consistently held since as early as 1839 that a state may require a foreign corporation to qualify to do business in that state if the corporation engages in intrastate commerce. In Allenberg Cotton Co. v. Pittman, 95 S. Ct. 260, 419 U.S. 20 (U.S. 11/19/1974), the Court stated that “[i]t has been settled since Mr. Chief Justice Taney's opinion for the Court in Bank of Augusta v. Earle, 13 Pet. 519 (1839), that a corporation organized in one State which seeks to do business in another State may be required by the latter to qualify under its laws before doing such business.”

[chapka]

Originally Posted by iamfreeru2

The cases say if you are in intrastate commerce then you may be required to register, which is in fact what the Fla. Stat. says. What #5 says in part: "or prevent it from defending any proceeding in this state." It is not about initiating an action, only defending one brought against it. The cases I am relying on say if the foreign corp. is ingaged in intrastate commerce it cannot maintain an action in court it brought as plaintiff without first registering if there is such a requirement. Again there is such a requirement in Florida according to the statutes. Now it will be up to Discover Bank to prove otherwise. First and foremost, however, Discover must prove the existance of the contract and bring it forth. This they cannot do.

Yes, but you seemed to be implying that bringing the lawsuit itself is intrastate commerce, which I haven't seen any support for in the statute--that's the part I was asking about. Obviously I don't know all the facts, so I'm not trying to give you advice, but I was just wondering what the act of intrastate commerce was that makes this statute relevant.