Edgardo Velazquez v. Wagner Industries, Inc.

Summary

The United States District Court for the Middle District of Pennsylvania denied Wagner Industries, Inc.'s motion to dismiss negligence and strict-liability claims arising from a workplace machine injury. The court held that, under New Jersey law, a dissolved corporation remains amenable to suit despite completion of dissolution and winding up, rejecting the contrary reasoning in Global Landfill Agreement Group v. 280 Development Corp.

Holdings

1. Under the New Jersey Business Corporation Act, a dissolved New Jersey corporation may sue and be sued in its corporate name as if dissolution had not occurred, and the statute does not impose a temporal limit ending that capacity after the corporation completes winding up its affairs.
2. Wagner's dissolution did not make plaintiff's claims legally futile, so the motion to dismiss was denied.

Questions Presented

1. Whether a dissolved New Jersey corporation remains amenable to suit after filing its Certificate of Dissolution and completing or purportedly completing the winding-up process.
2. Whether Wagner's dissolution rendered plaintiff's negligence and strict-liability claims legally futile and subject to dismissal under Rule 12(b)(6).

Disposition

other