Appellants raise two issues in these consolidated appeals. They argue that appel-lee Federal Express Services Corporation (FESC) lacks standing to challenge the validity of a deed to property that appellant American. Federation of Community Credit Unions, Inc. (AFCCU) previously attempted to transfer to appellant Community Credit Unions Services, Inc. (CCUS), and on which appellee has placed a creditor’s lien. Appellants also argue that AFCCU’s purported transfer of land to CCUS, whose corporate chartеr had been revoked, was retroactively validated when CCUS’s charter was reinstated. We reject both of these contentions and affirm.
On July 25, 1973, CCUS was organized as a nonprofit corporation in the District of Columbia. CCUS’s articles of incorporation were revoked by the Mayоr on September 8,1975, because CCUS had failed to file annual reports and pay all fees due. See D.C.Code § 29-587 (1981) (amended 1982). On October 21, 1975, AFCCU attempted to convey by deed to CCUS property located at 2436 Eighteenth Street, N.W., Lot 810, Square 2551, in consideration of the sum of $10.00. CCUS recorded its deed to the property with the District of Columbia Recorder of Deeds in November 1975.
On December 3, 1979, appellee entered into an agency agreement with AFCCU and CCUS. The agreement authorized appellants to act as appellee’s agents and to sell appellee’s money orders. When AFCCU and CCUS failed to send appellee a percentage of the receipts from the money order sales as required by the agency agreement, appellee filed suit against them to recover unpaid funds of $59,579.84. On June 21, 1982, the suit against AFCCU was resolved by consent judgment. The suit was dismissed as to all other defendants with prejudice. In an effort to satisfy the consent judgment, on or about July 9, 1982, appel-lee docketed his judgment against AFCCU with the District of Columbia Recorder of Deeds, creating a lien against any real property owned by AFCCU within the District of Columbia. The instant case involves appellee’s attempt to enforce its lien against the property located at 2436 Eigh
On August 6, 1982, FESC filed in the Superior Court of the District of Columbia a creditor’s bill requesting sale of the property to satisfy its judgment against AFCCU. On August 10, 1982, CCUS filed the reports and paid the fees it owed to the District of Columbia, and its articles of incorporation were reinstated. CCUS later obtained a certificate from the District of Columbia Recorder of Deeds verifying that the property in question belonged to CCUS, and stating that CCUS had held ownеrship of that property continuously from November 17, 1975, through May 25, 1983, the date of the certificate.
During the course of the proceedings below, the trial court ruled that CCUS was an indispensable party to the litigation, and CCUS was joined as a party defendant. After a bench trial, the сourt ruled that the deed to CCUS was invalid since CCUS lacked corporate status at the time of the conveyance. The trial court found that AFCCU was the owner of the property at the time FESC’s lien against it was filed, and therefore entered judgment in favor of FESC. The trial court rejected an argument that CCUS’s deed was validated retroactively when CCUS’s charter was reinstated on August 10, 1982. 2 AFCCU and CCUS appeal from the trial court’s judgment against them.
Appellants first argue that appel-lee lacks standing to challenge the validity of AFCCU’s purported grant of the Eighteenth Street property to CCUS. Although this court is not governed by standing requirements under article III of the Constitution, we look to federal jurisprudence to define the limits of “[c]ases and controversies” that our enabling statute empowers us to hear.
See Lee v. District of Columbia Bd. of Appeals & Review,
In this action, appellee, in effect, asked the court to examine the state of AFCCU’s assets at the time it became AFCCU’s creditor. We hold that, as a lien creditor, appellee has standing to challenge a deed that purported to insulate from its lien certain of its debtor’s assets. Applying the first prong of the
Valley Forge
test, we conclude that appellee has suffered a potential injury from its inability to reach the property that AFCCU purported to convey to CCUS. The potential injury may be “fairly ... traced” to the contested transfer of property, and would be redressed by that transfer’s invalidation. Under
Valley Forge’s
second prong, there is no question that appellee has asserted its own legal rights as AFCCU’s lien creditor, and has not asserted generalized grievances. We also think that protection of a grantor’s creditors is, in a general sense, within the “zone of interests” protected by the requirement, discussed
infra,
that a grantee of land have legal existence. Un
We note that appellee’s claim may be distinguished from that of a creditor that attacks a fraudulent conveyance effected prior to the time its debtor incurred the debt.
See Graham v. Railroad Co.,
102 U.S. (12 Otto) 148, 153,
Appellants also rely on D.C.Code § 29-506 (1981), which is entitled “Defense of ultra vires,” to support their argument that appellee lacks standing to challenge the transfer of real property on the grounds that the grantee corporation lacked capacity to accept title. That statute provides that, with certain exceptions, “[n]o act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer_” Id. Section 29-506 does not apply to the instant case because CCUS was not a “corporation” within the meaning of the statute, either when the land was purportedly deeded to it or when the lien on the property was recorded. Because we are not addressing an ultra vires exercise оf power, such as § 29-506 governs, that statute does not limit the categories of parties who may assert that a corporation whose charter has been revoked lacked the ability to receive by deed a parcel of real property. In view of the forеgoing considerations, we conclude that ap-pellee has standing to challenge the validity of the transfer of the property to CCUS.
Turning to the merits of the dispute, we observe first that a deed transferring land to one who has no legal existence does not pass title.
John Davis & Co. v. Cedar Glen
#
Four, Inc.,
Applying these real property principles to the facts of this case, it is clear that title to the land did not pass to CCUS on October 21,1975, because CCUS was not in existence as a legal entity at that time. Unless CCUS’s title to the land became retroactively effective once its charter was restored, CCUS’s title could not have been valid until, at the earliest, August 10,1982, thе date on which its articles of incorpo
With respect to whether the reinstatement of CCUS’s charter operated retroactively to validate the deed
ab initio,
this case is controlled by
Accurate Construction Co. v. Washington,
On appeal, appellants no longer argue that Accurate Construction is in any way distinguishable from the instant case. The trial court rejected their argument that Accurate Construction was distinguishable because that case interpreted statutes that apply to for-profit corporations, whereas AFCCU and CCUS are nonprofit cоrporations. Although it is not identical, the language in the statute governing the reinstatement of charters of for-profit corporations, D.C.Code § 29-938d(d) (1973) (recodi-fied at § 29-399.28 (1981)), is not materially different from the statute governing the reinstatement of charters of nonprofit corporatiоns, D.C.Code § 29-1090(a) (1973) (re-codified at § 29-591(a) (1981)). Both statutes provide that reinstatement has the effect of annulling the previous revocation proceedings, and that the corporation shall have the same powers, rights, duties, and obligations as it had at the time of the revocаtion with the same force and effect as if the revocation had never occurred. D.C.Code § 29-938d(d), 29-1090(a) (1973) (recodified at § 29-399.28, 29-591(a) (1981)). Thus, the two statutes should be construed similarly, and the holding and reasoning of Accurate Construction applies to this case.
Two other cases in this jurisdiction,
National Paralegal Institute v. Bernstein,
In
National Paralegal Institute
(NPI), NPI’s charter had been revoked prior to the signing of a lease under which it was being sued for unpaid rent.
Thus, under the case law of this jurisdiction, CCUS cannot apply to have its previously revoked charter reinstated so as to validate its deed retroactively, thereby in
Affirmed.
Notes
. The trial court rejected appellee’s argument that, because the same two individuals had signed the agreement with appellee in behalf of both AFCCU and CCUS, the two were not separate corporate entities. The issue is not pressed on appeal.