Anderson v. Krafft-Murphy Co.

Summary

The Delaware Supreme Court considered whether a receiver could be appointed for a dissolved corporation whose only assets were unexhausted liability insurance policies. The Court held that contingent contractual rights capable of vesting constitute property under 8 Del. C. § 279, and that Delaware’s corporate dissolution statutes do not generally time-bar third-party claims against a dissolved corporation. The Court also held that after the three-year winding-up period under § 278, a dissolved corporation may conduct litigation commenced during that period, but must act through a court-appointed receiver or trustee for litigation commenced afterward.

Holdings

1. Contingent contractual rights, including unexhausted liability-insurance policies, constitute property of a dissolved corporation under 8 Del. C. § 279 when the rights are capable of vesting.
2. Delaware's dissolution statutes do not generally time-bar or extinguish third-party claims against a dissolved corporation after the three-, five-, or ten-year periods described in §§ 278-282.
3. After the three-year winding-up period expires, a dissolved corporation may participate in litigation commenced after that period only through a receiver or trustee appointed under 8 Del. C. § 279.

Questions Presented

1. Whether contingent contractual rights, including unexhausted liability-insurance policies, constitute property of a dissolved corporation under 8 Del. C. § 279.
2. Whether Delaware's corporate-dissolution statutes impose a generally applicable statute of limitations that extinguishes third-party claims against a dissolved corporation after the applicable five- or ten-year period.
3. Whether a dissolved corporation may participate in litigation commenced after the three-year winding-up period in 8 Del. C. § 278 without a court-appointed receiver or trustee.
4. Whether the petition for appointment of a receiver was justiciable despite the insurers' representation that they would continue defending certain claims.

Disposition

reversed_and_remanded