Salt Lake Investment Co. v. Hansen Stone Quarries, Inc.

Salt lake Investment Co. v. Hansen Stone Quarries, Case No. 950705 , Filed October 31, 1996 This opinion is subject to revision before publication in the Pacific Reporter.
IN THE UTAH COURT OF APPEALS ----ooOoo----   Salt Lake Investment Company, a Utah corporation, Plaintiff and Appellant, v. Wilford H. Hansen Stone Quarries, Inc., a Utah corporation; Sharron Killion; James T. Jensen; Jerry J. Jensen; Dix Jensen; and all other persons unknown claiming any right, title, estate or interest in or lien upon the real property described in the pleading adverse to the plaintiff's ownership, or clouding its title thereto, Defendants and Appellees.

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) OPINION (For Official Publication)   Case No. 950705-CA   F I L E D (October 31, 1996) -----

Fourth District, Provo Department

The Honorable Lynn W. Davis

Attorneys:  Robert C. Cummings and Michael D. Cummings, Salt Lake City, for Appellant

Derek Langton, Salt Lake City, for Appellees Jensen

Wilford N. Hansen, Jr., Payson, for Corporate Appellee and Appellee Killion

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Before Judges Billings, Greenwood, and Jackson.

JACKSON, Judge:

Salt Lake Investment Company (SLI) challenges the trial court's summary judgment for Wilford H. Hansen Stone Quarries, Inc., Sharron Killion, James T. Jensen, Jerry J. Jensen, and Dix Jensen (collectively, Jensens). We affirm.

 

  FACTS

During the summer of 1965, SLI's board of directors and shareholders agreed to dissolve SLI. The undisputed documents in the record show SLI then proceeded according to the statutory scheme applicable in 1965. See Utah Code Ann. '' 16-10-79 to -82, -87 to -88 (1962) (repealed 1992). In October 1965, SLI filed with the secretary of state a statement of intent to dissolve the corporation. See id. ' 16-10-79 (repealed 1992). SLI received a tax clearance from the state tax commission, which was filed with the secretary of state in December 1965. See id. ' 16-10-80 (repealed 1992). Finally, on December 30, 1965, SLI filed with the secretary of state its articles of dissolution. See id. '' 16-10-87, -88 (repealed 1992).

Almost thirty years later, in October 1994, SLI brought suit against Jensens, seeking to quiet title to three patented mining claims. Jensens moved for summary judgment on the basis that SLI had no standing to sue because it had dissolved and wound up its affairs. The trial court granted summary judgment for Jensens, determining "30 years is far beyond a reasonable time to wind-up the activities of a corporation," under section 16-10-101 of the Utah Code, which allowed a dissolved corporation to "sue and be sued" only "for the purpose of winding up its affairs in respect to any property and assets which have not been distributed or otherwise disposed of prior to . . . dissolution," id. ' 16-10-101 (repealed 1992). SLI attacks the trial court's ruling, arguing it has the right to sue under section 16-10-101 because the quiet title action is part of its winding up process. ANALYSIS

Summary judgment is proper only if no genuine issues of material fact exist and the movant is "entitled to a judgment as a matter of law." Utah R. Civ. P. 56(c). We view the facts from a perspective favoring the losing party and review the trial court's summary judgment ruling for correctness, according no deference to its conclusions. Mountain States Tel. & Tel. Co. v. Garfield County, 811 P.2d 184, 192 (Utah 1991).

SLI has not disputed the accuracy of its articles of dissolution which read in pertinent part: THIRD: All debts, obligations and liabilities of the corporation have been paid and discharged, or adequate provision has been made therefor.

FOURTH: All remaining property and assets of the corporation have been distributed among its shareholders, in accordance with their respective rights and interests.

FIFTH: There are no suits pending against the corporation in any court in respect of which adequate provision has not been made for the satisfaction of any judgment, order or decree which may be entered against it. See Utah Code Ann. ' 16-10-87 (1962) (repealed 1992) (outlining content of articles of dissolution). The articles thus assert that SLI completed a textbook winding-up process. See 8 Zolman Cavitch, Business Organizations ' 189.02, at 189-9 (1992) (outlining wind-up activities); see also Model Business Corp. Act Ann. ' 14.03 annot. hist. (Supp. 1996) (noting under version of act existing in 1965 corporations "filed articles of dissolution when the winding-up process was completed"). Consequently, under the former statute, having already wound up, SLI is no longer eligible to sue or be sued "for the purpose of winding up its affairs," Utah Code Ann. ' 16-10-101 (1962) (repealed 1992).

We therefore conclude the trial court correctly ruled that because SLI's winding-up period was over it could no longer sue or be sued. Accordingly, we affirm.

 

 

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Norman H. Jackson, Judge

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I CONCUR:

 

 

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Judith M. Billings, Judge

 

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I CONCUR IN RESULT ONLY:

 

 

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Pamela T. Greenwood, Judge