SST Successfully Asserts Corporate Dissolution Defense in Madison County
Sinars Slowikowski Tomaska partner Megan Slowikowski was successful in arguing that Special Electric Company, Inc., a fiber supplier defendant, was a dissolved corporation that no longer has the capacity to be sued.
Special Electric Company, Inc., a Wisconsin corporation, dissolved in 2012 and published notice of its dissolution on May 8, 2014. Under Wisconsin law—the law of the state of incorporation—a claim against a dissolved corporation is barred unless the claimant brings a proceeding to enforce the claim within 2 years after the publication of dissolution. In the case at issue, the plaintiff did not file his initial complaint until June 10, 2016. Sinars Slowikowski Tomaska moved to dismiss the plaintiff’s claim against Special Electric arguing that: (1) Special Electric Company, as a dissolved corporation, no longer has capacity to be sued; (2) the court lacked jurisdiction over the case because the plaintiff could not and did not effect proper service on a dissolved corporation; and (3) in the alternative, the court should apply Wisconsin law to find that the plaintiff’s claims were not timely filed.
The court agreed, and on July 14, 2017, Judge Stobbs entered an order dismissing Special Electric Company, Inc. with prejudice. In so ruling, the court held that Special Electric has properly followed all administrative requirements with respect to both dissolving the corporation and publishing subsequent notice of that dissolution. As such, the court agreed that Special Electric ceased to exist as of May 9, 2016, and therefore lacked capacity to be sued as of that date. This ruling follows similar rulings on behalf of Special Electric in New York and California.