Practice point: With limited exceptions, a dissolved corporation may not bring suit in the courts of the State of New York. Here, the plaintiff was suing as an assignee of a dissolved corporation, and there was nothing in the record to indicate that the loan transaction at issue was related to the winding up of the corporation's affairs (see Business
Corporation Law § 1005[a][1]. Neither was there anything in the record to suggest that either the de facto
corporation doctrine or the corporation by estoppel doctrine applied.
Student note: Because an assignee stands in the shoes of the assignor, the plaintiff, as assignee, would similarly lack capacity to sue.
Case: Weiss v. Markel, NY Slip Op 06676 (2d Dept. 2013).
Here is the decision.
Tomorrow's issue: Forum non conveniens.
