Harold Lang Jewelers, Inc. v. Johnson
North Carolina Court of Appeals
576 S.E.2d 360 (2003)
Harold Lang Jewelers (plaintiff), a Florida corporation, sued Johnson (defendant) in North Carolina for over $160,000 owed on jewelry sold or consigned to him. Johnson moved to dismiss, arguing Lang could not sue in North Carolina because it transacted business there without a North Carolina certificate of authority. Evidence showed Lang's employee regularly sold and consigned jewelry to stores in three North Carolina cities, traveled to the state at least every six weeks (more often in summer), personally delivered merchandise, finalized sales and consignments without further corporate approval, took orders, shipped goods, and processed returns from North Carolina customers. The trial court found Lang was transacting regular, continuous, and substantial business without authority and dismissed the suit, and Lang appealed.
Whether a foreign corporation that conducts corporate functions regularly, continuously, and substantially within a state has transacted business there for purposes of the certificate-of-authority requirement.