Sunday, July 15, 2012

Dead is not forgotten- chasing the defunct corporation.

For my clients who need to chase down defunct corporations, the Maryland Court of Special Appeals just issued a nifty little opinion. On June 28, 2012, the COSA published Thomas v. Rowhouses, Inc., No 2102, Sept. Term, 2010.

And by "defunct," I mean companies that no longer exist because of forfeit charters, dissolution, and the existence or location of past directors is not known. This is a frequent problem with old deeds of trust and judgment liens that remain in the court and land records. These old ghosts mess up home and business sales, refinancings and other transactions, every day. It also involves small companies, with one or two directors, who go forfeit, but continue to do business and incur business liabilities (perhaps to someone like you?).

Tracking down these entities to complete the Constitutionally required service of process can take months, and costs our clients a lot of money. It can require hiring investigators, and even staking out homes and business offices. Sleuthing out a dead corporation for service can make even a routine default judgment pretty costly.

Judge Robert Zarnoch does a very nice job summarizing several procedural rules, and statutes, leading to the conclusion that service on the Maryland State Department of Assessments and Taxation is available as a last resort.

The case involves claims against former property owners for lead paint poisoning, but the discussion about serving process on a defunct corporation will apply to any other type of case, too.

What to take away from the case:
  • Be thorough, and request permission for alternate service on the SDAT only after all traditional and required methods of service have been exhausted.
  • Service on a former corporate director that has since died cannot be made on the dead person's estate. 
  • Start your lawsuit as soon as you reasonably suspect you have a claim. Filing suit early will toll, or stop, the running of the statute of limitation, and will give you time to perfect service or alternate service on the corporation.
So, don't think your case is over just because your target is a defunct company. Who can we find for you?

Visit the Young & Valkenet website.