When does the life of a Delaware corporation end? Not as long as there are third-party claimants with claims to assert and undistributed assets available to satisfy them. In Anderson v. Krafft-Murphy, No. 85, 2013 (Del. Nov. 26, 2013), asbestos tort claimants in lawsuits pending in other jurisdictions against Krafft-Murphy Co., a dissolved Delaware corporation, sought the appointment of a receiver to enable them to lawfully pursue their claims against the corporation in those other courts beyond the statutory three-year winding-up period. The Court of Chancery had granted summary judgment in favor of the corporation, holding that claims filed more than 10 years after the date of dissolution were time-barred and should be dismissed, and claims filed less than 10 years after the date of dissolution could proceed without a court-appointed receiver.
Vice Chancellor Donald F. Parsons Jr. noted in the Chancery Court’s opinion that under 8 Del. C. § 279, a receiver may be appointed at any time if the dissolved corporation has “still existing property interests.” The court held that the corporation had no existing property interests since the corporation had no remaining assets except for unexhausted liability insurance policies that would have value and constitute property only if the corporation could be potentially held liable to third parties, but Delaware’s statutory dissolution scheme establishes a 10-year limit within which a dissolved corporation can potentially be held liable for such claims.
