Randy Williams v. Clark Sand Company, Inc.
212 So. 3d 804
| Miss. | 2015Background
- Clark Sand Co., a Florida corporation, filed articles of dissolution and a notice with the Florida Secretary of State on June 9, 2008; unknown latent-injury claims existed at that time.
- Sixteen plaintiffs (collectively “Williams”) sued Clark Sand in Mississippi in 2013, more than four years after Florida dissolution.
- Clark Sand moved for summary judgment invoking Fla. Stat. § 607.1407 (corporate-survival statute barring unknown claims after 4 years); trial court granted judgment for Clark Sand.
- Williams argued (1) the Florida survival statute is a statute of limitations so Mississippi law (including the latent-injury discovery rule) should apply; (2) Mississippi’s center-of-gravity choice-of-laws test requires application of Mississippi law; and (3) Clark Sand failed to give required written notice to known claimants under Fla. Stat. § 607.1406 (alleging fraud/hindrance).
- The Mississippi Supreme Court affirmed: it held the Florida survival statute is not a statute of limitations, the law of the state of incorporation governs corporate existence (so Florida law applies), and no evidence supported fraud or intent to hinder known claimants.
Issues
| Issue | Plaintiff's Argument (Williams) | Defendant's Argument (Clark Sand) | Held |
|---|---|---|---|
| Whether Fla. § 607.1407 is a statute of limitations | It is a statute of limitations; therefore Mississippi substantive/procedural rules (including discovery rule) should apply | It is a corporate-survival (prolongation) statute, not a statute of limitations | Fla. § 607.1407 is a survival statute, not a statute of limitations; affirmed |
| Whether Mississippi center-of-gravity choice-of-laws applies to override Florida law | Mississippi is the center of gravity (injury and conduct occurred in Mississippi); Mississippi law should govern | Corporate existence and capacity to be sued are governed by law of state of incorporation (Florida) | State of incorporation’s law governs corporate existence; Florida law applies |
| Whether tort claims fall outside the survival statute | Tort/latent-injury claims should not be extinguished by the survival statute where discovery rule would save them | Survival statutes apply to tort claims (purpose is to allow claimants limited time to sue) | Survival statute applies to tort claims; plaintiffs’ latent-injury claims barred |
| Whether failure to notify known claimants under Fla. § 607.1406 defeats Clark Sand’s reliance on § 607.1407 | Clark Sand failed to notify known claimants (plaintiffs’ counsel) and may have concealed dissolution to hinder suits | Clark Sand posted statutory notice for unknown claimants; no evidence of fraud or intent to hinder; § 607.1406 notice to known claimants is separate | No evidence of fraud/hindrance; § 607.1406 not triggered for these unknown claimants; summary judgment affirmed |
Key Cases Cited
- Chicago Title & Trust Co. v. Forty-One Thirty-Six Wilcox Bldg. Corp., 302 U.S. 120 (U.S. 1937) (once prolonged survival period ends, corporation’s powers are terminated and it cannot be sued)
- Oklahoma Nat. Gas Co. v. State of Oklahoma, 273 U.S. 257 (U.S. 1927) (state law governs corporate existence; corporation exists only by legislative authority)
- Pulmosan Safety Equip. Corp. v. Barnes, 752 So.2d 556 (Fla. 2000) (latent-injury exception preserves claims against statutes of repose in products-liability context)
- In re All Cases Against Sager Corp., 967 N.E.2d 1203 (Ohio 2012) (law of state of incorporation controls whether dissolved corporation is amenable to suit)
- Theta Props., Inc. v. Ronci Realty Co., 814 A.2d 907 (R.I. 2003) (discussing survival statutes as prolongation of corporate existence)