14 Mass. App. Ct. 954 | Mass. App. Ct. | 1982
Resolution of the present question is governed by G. L. c. 156B, § 108, inserted by St. 1964, c. 723, § 1. In pertinent part, it provides that once a revival certificate is filed by the State Secretary, the corporation “shall stand revived with the same powers, duties and obligations as if it had not been dissolved . . . and all acts and proceedings of its officers, directors and stockholders, acting or purporting to act as such, which would have been legal and valid but for such dissolution, shall. . . stand ratified and confirmed.” That language mandates the conclusion that where, as here, a revival certificate is filed prior to the entry of judgment, the right of the revived corporation to maintain the action is retroactively restored, at least to the date on which the three-year period provided for in § 102 expired. That conclusion is fully supported by the Supreme Judicial Court’s suggestion in Salvato v. DiSilva Transp. Co., 329 Mass. 305, 307-308 (1952), that a revival effected under G. L. c. 155, § 56, as amended by St. 1939, c. 456, § 2, restored the obligation of the revived corporation to defend an action brought against it after the expiration of the period provided in G. L. c. 155, § 51. See Kennedy v. Strand Radio Sales and Serv., Inc., ante 935 (1982). See also Russell Box Co. v. Commissioner of Corps, and Taxn., 325 Mass. 536 (1950). Our decision in Alexander v. Casco Music Syss., Inc., 3 Mass. App. Ct. 716 (1975), relied upon by the judge in vacating the award, did not involve revival of a dissolved corporation and is not controlling in the circumstances of this case. The order vacating the award is reversed, and a new order is to be entered dismissing the complaint.
So ordered.