Canarelli v. Eighth Judicial District Court ex rel. County of Clark
265 P.3d 673
Nev.2011Background
- American West Homes, Inc. formed in 1990 as a Nevada corporation and dissolved via certificate filed January 29, 2004.
- Post-dissolution winding up occurred; several former directors served as director trustees under NRS 78.585 and completed winding up in March 2008; Canarelli resigned as director trustee June 24, 2009.
- Post-dissolution construction defect suits were filed in November 2008 and July 2009, served on Canarelli, who moved to quash service and to dismiss the actions.
- District court denied quash/dismissals, finding service effective under NRS 78.750(2) due to Canarelli's former officer/director status.
- Plaintiffs moved to have Canarelli continue as director trustee under NRS 78.600 to defend post-wind-up claims; Beazer stood for post-dissolution liabilities.
- Supreme Court held NRS 78.600 does not authorize appointing an unwilling director trustee after winding up is complete; writ of mandamus granted to set aside the appointment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| May the district court compel an unwilling director trustee to continue post-wind-up? | Plaintiffs contend continuation is permitted to defend post-dissolution suits. | Canarelli argues the statutes do not permit forced continuation after wind-up. | No; district court abused by forcing continuation. |
| Does NRS 78.600 authorize appointment of an unwilling director trustee after winding up? | NRS 78.600 allows continuation to defend post-dissolution claims. | NRS 78.600 does not authorize post-wind-up appointments of unwilling trustees. | No; NRS 78.600 does not authorize after wind-up complete. |
| Does Beazer Bars retroactive interpretation of post-dissolution claims govern this appointment? | Beazer supports post-dissolution claims may proceed indefinitely. | Beazer does not control appointment of an unwilling director trustee after wind-up. | Beazer not overturned; not controlling for this issue. |
Key Cases Cited
- Beazer Homes Nevada, Inc. v. District Court, 120 Nev. 575, 97 P.3d 1132 (Nev. 2004) (post-dissolution claims; limitations discussion)
- Williams v. Dist. Court, 127 Nev. 518, 262 P.3d 360 (Nev. 2011) (mandamus availability and remedy adequacy)
- International Game Tech. v. Dist. Ct., 124 Nev. 193, 179 P.3d 556 (Nev. 2008) (statutory interpretation and de novo review)
- Walton v. District Court, 94 Nev. 690, 586 P.2d 309 (Nev. 1978) (adequacy of legal remedy generally)
- Desert Fireplaces Plus, Inc. v. Dist. Ct., 120 Nev. 632, 97 P.3d 607 (Nev. 2004) (approach to pre-dissolution vs post-dissolution claims)