Opinion
No. CV05 500 03 87
October 26, 2006
MEMORANDUM OF DECISION RE MOTION FOR SUMMARY JUDGMENT
This action arises from an alleged failure to settle a wrongful death claim. The defendants, Car Rental Claims Incorporated ("CRC"), and Vanguard Car Rental ("Vanguard"), were third-party administrators for claims made against Car Temps Financing, who was insured up to their limits of $1 million, while the plaintiff Royal Sun Alliance Insurance Company ("Royal Sun Alliance") was Car Temps' excess insurer, who therefore was not exposed until Car Temps' $1 million limits were exhausted. In 2001, one of Car Temps' motor vehicles was involved in an accident in Bridgeport, Connecticut, which resulted in the death of Dolene Smith-Matias. The family of the deceased brought an action against the driver and Car Temps alleging negligence and recklessness.
The defendants, plaintiff alleged, had several opportunities but failed to settle and/or resolve this claim within their limits of $1 million. However, the suit settled for $1.77 million, with $1 million from Car Temps and $750,000 from Royal Sun Alliance. The plaintiff then brought an action against the defendants based on Wrongful Failure to Settle, Equitable Subrogation, Connecticut Unfair Trade Practice and Connecticut Unfair Insurance Practice violations. Defendants now move for summary judgment, alleging there is no genuine issue as to any material fact relating to plaintiff's claims. Defendants argue that any claims against Vaguard are insufficient because the entity had yet to be legally incorporated and, similarly, claims against CRC are similarly invalid because the entity is now legally non-existent.
Vanguard was incorporated in Delaware on July 14, 2003 and began legal business operations, as an entity, on October 14, 2003. Therefore, the Vanguard was legally not in existence during the time of the alleged wrongful conduct. CRC, via its parent entity, filed for Chapter 11 Bankruptcy protection on or about November 13, 2001 and thereafter was dissolved as a legal entity on or about February 3, 2005. This cause of action was filed on September 1, 2005.
Pursuant to Connecticut Practice Book § 17-49, summary judgment "shall be rendered . . . if the pleadings, affidavits and any other proof submitted show that there is not genuine issue to any material fact and the moving party is entitled to judgment as a matter of law." A defendant's motion for summary judgment "is properly granted if it raises at least one legally sufficient defense that would bar the plaintiff's claim and involves no triable issue of facts." Perille v. Raybestos-Manhattan-Europe, Inc., 196 Conn. 529, 543 (1985). In the instant case, the plaintiffs have not filed any response to the motion. Pursuant to Section 17-45, "[a]ny adverse party may, within ten days of the filing of the motion with the court, file a request for extension of time to respond to the motion." Furthermore, "[a]ny adverse party shall at least five days before the date the motion is to be considered . . . file opposing affidavits and other available documentary evidence." The plaintiff has not requested any extension of time to respond to the defendant's motion. In evaluating a motion for summary judgment, "the party opposing such a motion must provide an evidentiary foundation to demonstrate the existence of a genuine issue of material fact." Buell Industries, Inc. v. Greater New York Mutual Ins. Co., 259 Conn. 527, 549 (2002).
"At common law, the dissolution of a corporation was treated like the death of a natural person: Once it has dissolved, a corporation ceased to exist and could not sue or be sued, and any action pending against it abated." Construction and Environmental Consultants, Inc. v. Cristwood, No. CV 9504714554S. 1998 WL 199309 at *3 (Conn.Super., 1998) ( 22 Conn. L. Rptr. 8). Today, however, "the dissolved corporation is generally vested with a degree of life in the context of permitted activity . . . a corporation's dissolution is best understood not as its death, but merely as its retirement from active business." Id.
Conn. Gen. Stat. § 33-886(c) speaks to known claims against dissolved corporations, stating that "[a] claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice." Under subsection (a), "[a] dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution." Subsection (b) provides that written notice shall: "(1) [d]escribe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline."
It does not appear from any of the briefs that the defendants properly filed the notice of dissolution. Accordingly, under § 33-886(c)(2), the plaintiff must have commenced the proceeding within ninety days from the date of the rejected notice. In its answer, the defendant pleads in special defenses that the claim is time barred by the statute of limitations, however, it does not refer a specific statute in either its complaint or in this motion for summary judgment describing said statute. Therefore, summary judgment cannot be granted because the issue remains whether the corporate defendants may be sued when they filed no notice of dissolution.