A Plus Janitorial Co. v. Group Fox, Inc.
988 N.E.2d 178
Ill. App. Ct.2013Background
- A Plus Janitorial, an Illinois corporation, dissolved on March 8, 2008, after which claims allegedly accrued.
- Maintenance agreement with Group Fox renewed automatically on December 1 each year unless notice was given 30 days prior.
- Rusin, a former A Plus employee, joined Group Fox in 2009 and had an employment agreement with A Plus dating from 2005.
- June 2009 Group Fox terminated the maintenance agreement and hired Rusin to perform cleaning services.
- A Plus, after dissolution, filed a complaint in April 2011 asserting breach of contract (maintenance), breach of Rusin’s employment agreement, and tortious interference.
- Trial court granted 2-619 dismissals, concluding A Plus, as a dissolved corporation, lacked capacity to sue for post-dissolution breaches; on appeal, issue became whether pre-dissolution rights can survive post-dissolution claims under section 12.80.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a dissolved corporation may sue for post-dissolution breaches. | A Plus argues pre-dissolution rights existed and support post-dissolution claims. | Defendants rely on Pielet II and surviving-party doctrine to bar post-dissolution suits by dissolved entities. | Affirmed; dissolution precludes post-dissolution claims absent pre-dissolution accrual. |
| Whether Pielet II overruled Pielet I regarding section 12.80’s preservation of rights/claims. | Pielet I supports action if rights existed pre-dissolution. | Pielet II rejects broad pre-dissolution-right theories and requires accrual pre-dissolution. | Pielet II governs; rights/claims must accrue pre-dissolution to survive. |
| Whether reliance on alleged merger affects standing under 2-619. | A Plus contends merger (even if disputed) preserves capacity. | No merger existed; capacity to sue remains lacking. | Merger absence confirms lack of capacity; dismissal proper. |
Key Cases Cited
- Pielet v. Pielet, 407 Ill. App. 3d 474 (2d Dist. 2010) (pre-Pielet II rule on survivability of rights before dissolution (Pielet I))
- Pielet v. Pielet, 2012 IL 112064 (Illinois Supreme Court, 2012) (Pielet II; overruled Pielet I interpretation of §12.80; requires accrual pre-dissolution)
- Beals v. Superior Welding Co., 273 Ill. App. 3d 655 (1st Dist. 1995) (survival statute limits post-dissolution actions to pre-dissolution accrual)
- Blankenship v. Demmler Manufacturing Co., 89 Ill. App. 3d 569 (4th Dist. 1980) (no post-dissolution action for claims accruing after dissolution)
- Henderson-Smith & Associates, Inc. v. Nahamani Family Service Center, Inc., 323 Ill. App. 3d 15 (1st Dist. 2001) (pre-dissolution accrual required for survival statute)
- Amman Food & Liquor, Inc. v. Heritage Insurance Co., 65 Ill. App. 3d 140 (1st Dist. 1978) (pre-dissolution accrual essential under survival statutes)