The Cook Group’s Alysa Koloms and Armand Kalfayan have successfully fought off an attempt at the appellate level to overturn three separate motions to dismiss granted to our client, Special Electric Company. On November 13, 2020, New York’s Fourth Department of the Appellate Division unanimously affirmed the decisions of Justice Deborah Chimes (Erie County, NY), granting three separate motions to dismiss in the Henderson, Schreiber, and Thrush matters in favor of Special Electric Company, Inc. This the first appeal undertaken by The Cook Group in their growing appellate department since the firm’s founding in January 2020.
The appeal involved three plaintiffs who brought suit against Special Electric, a properly dissolved Wisconsin corporation. Wisconsin law plainly provides that claims against a dissolved corporation are barred unless the plaintiff brings an action within two years of publication of the company’s dissolution. Special Electric had dissolved and completed its publication requirements in 2014, rendering them immune from suit in 2016 per the Wisconsin statute. Although appellants did not dispute that their suits were filed post-2016, they argued that New York courts should not apply the Wisconsin law, as same violates New York public policy. Specifically, appellants adduced to New York Business Corporation Law Sections 1005 and 1006, which allow for suit against dissolved corporations in perpetuity.
The Fourth Department panel wholly rejected appellants’ arguments and adopted Special Electric’s contentions in full. New York routinely applies the dissolution statutes of its sister states where appropriate—as was the case with Special Electric, a Wisconsin corporation. Appellants had woefully failed to meet the heavy burden of establishing that the enforcement of the Wisconsin statute would violate some fundamental principle of justice. The court reasoned that the simple difference between New York and Wisconsin laws as it concerns suit against dissolved companies fell far short of this threshold.
For more information or to obtain a copy of the decision, please contact The Cook Group.