Addy v. Short’s Empirical Analysis

Citation profile

4 federal appellate · 6 district · 18 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 37 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “278. Continuation of corporation after dissolution for purposes of suit and winding up affairs. All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued, for the term of 3 years from such expiration or dissolution or for such longer period as the Court of Chancery shall in its discretion direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil,'criminal or administrative, by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, to discharge their liabilities, and to distribute to their stockholders any remaining assets, but not for the purpose of continuing the business for which the corporation was organized. With respect to any action, suit, or proceeding begun by or against the corporation either pri- or to or within 3 years after the date of its expiration or dissolution, the corporation shall, for the purpose of such actions, suits or proceedings, be continued bodies corporate beyond the 3 year period and until any judgments, orders, or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the Court of Chancery.”

   2 later decisions quote this exact passage
   e.g. 404 F. Supp. 726 - Johnson v. Helicopter & Airplane Services Corp. · 184 N.J. Super. 282 - Historic Smithville Develop. v. Chelsea Title

2. “[d] uring the three-year period of winding up, the corporation functions exactly as it had functioned before dissolution, with the important qualification that its powers are limited to closing its affairs and do not extend to carrying on the business for which it was established. But as concerns the property it has at the time of dissolution, its title and possession are unimpaired. Whatever rights it had, of whatever nature, are preserved in full vigor during the three-year period. Any other conclusion would contravene the plain language of the statute. The suggestion that the act of dissolution in itself in some fashion works a forfeiture or extinguish ment of a legal right, by analogy to the death of an individual, is therefore on the face of the statute unsound. (Emphasis added.)”

   2 later decisions quote this exact passage
   e.g. Town View, Inc. v. Young · 138 F. Supp. 685 - United States v. Maryland State Licensed Beverage Ass'n

3. “[w] hile a dissolved corporation is not continued for the purpose of doing the business for which it was created, it is continued in order that, for the period of three years, the corporation itself may settle and close its business, and, if it fails so to do, that thereafter its creditors and stockholders may, by application to the Court of Chancery, secure the appointment of trustees or receivers who shall make a final settlement of the unfinished business of the corporation. And any property which may not have been disposed of by the company before dissolution, or during the succeeding three years, is not lost, but remains the property of the corporation, so that it may be sold and disposed of for the benefit of its creditors and stockholders.”

   2 later decisions quote this exact passage
   e.g. Town View, Inc. v. Young · 404 F. Supp. 726 - Johnson v. Helicopter & Airplane Services Corp.