Corporation's Certificate of Authority to Bring Suit In the Commonwealth.
In American Housing Trust III v. Jones, 548 Pa. 311, 696 A.2d 1181 (1997), the issue before the trial court was whether the corporation's activities in the Commonwealth constituted "doing business" under Section 4121(a) of the Foreign Business Corporations Law, 15 Pa. C.S. 4121(a), which would require the corporation to then obtain a certificate of authority without which it could not bring suit in the Commonwealth.
The Supreme Court found that the facts developed at the preliminary stage of the proceedings did not enable the trial court to make a determination as to factual details pertaining to the corporation's regular, repeated business contacts, which were critical in determining whether the corporation was required to obtain the certificate of authority.
As a result, the Supreme Court concluded:
Where this factual dispute was raised by the pleadings, in order for the trial court to properly rule on Appellee's preliminary objections to Appellant's complaint, there must be of record, all of the facts necessary for the trial court to determine whether Appellant is statutorily excluded from the requirement to obtain a certificate of authority.
This necessarily entails facts going to both the nature and the extent of Appellant's activities in this Commonwealth.
The trial court may not reach a determination based upon its view of the contraverted facts, but must revolve the dispute by receiving evidence thereon through interrogatories, depositions, or an evidentiary hearing. Schmitt v. Seaspray-Sharkline, Inc., 366 Pa. Super. 528, 531 A.2d 801 (1987). 548 Pa. at 319, 696 A.2d at 1185.