Preview:

This

case

raises

the

question

whether

the

revival

of

a

corporation whose charter was forfeited validates its previously ineffective notice to renew a judgment, filed before the judgment's twelve-year expiration date, thereby restoring the judgment to the corporation after the twelve-year expiration date. We hold that

expiration of the judgment during the period of corporate nonexistence divests the corporation of a right, within the meaning of Section 3-512(2) of the Corporations and Associations Article, so that the right cannot be restored by corporate revival.

FACTS
On September 23, 1983, Nellie B. Widener executed a confessed judgment note for $15,000.00, payable to the law firm of Kroop & Kurland, P.A.("K&K"). Two weeks later, K&K instituted an action

for judgment by confession against Ms. Widener, in the Circuit Court for Baltimore County. Ms. Widener resided in Baltimore County and owned real property situated on York Road, in Sparks. On

October 3, 1983, judgment by confession for $15,000.00 plus court costs was entered in favor of K&K. The judgment was duly indexed and recorded. In 1983, when it obtained the confessed judgment against Ms. Widener, K&K was a Professional Association, incorporated in the State of Maryland. On October 8, 1985, the State Department of

Assessments and Taxation forfeited K&K's corporate charter, for

failure to file the necessary corporate personal property report and to pay certain late fees.1 Several years elapsed. On December 8, 1994, K&K filed a notice to renew the judgment against Ms. Widener, pursuant to Md. Rule 2625. The notice was signed by Kenneth D. Man, Esquire and "Kroop

& Kurland." On December 31, 1994, K&K purportedly was dissolved, under the terms of a voluntary dissolution agreement that called for the accounts receivable and assets of K&K to be transferred to Ronald I. Kurland, P.A. In 1995, Ms. Widener died. An estate was opened in the On November 1, 1995, Ronald

Orphans' Court for Baltimore County.

I. Kurland, Esquire and Ronald I. Kurland, P.A. filed a claim for $15,000.00 against the Widener estate and an accompanying petition for allowance for $15,000.00, pursuant to Md. Rule 6-413. They cited the October 3, 1983 confessed judgment against Ms. Widener in favor of K&K as the basis for their claim and explained that they had become the owners of the assets of Kurland & Kurland, P.A., including the Widener judgment, as of December 31, 1994. On December 11, 1995, appellee Michael J. Lambros, Personal Representative of the Widener estate, notified Mr. Kurland and his P.A. that their claim was disallowed. Five months later, on May 9,

1996, the State Department of Assessments and Taxation received and

The parties stipulated below that the officers and directors of K&K did not know that its charter had been forfeited until April, 1996. -2-

1

approved articles of revival, by which K&K's corporate charter was reinstated. Thereafter, the Orphans' Court conducted a hearing on

Mr. Kurland's and the Kurland P.A.'s petition for allowance and, on June 12, 1996, granted it, in the amount of $15,000.00. On June 26, 1996, the Personal Representative appealed the decision of the Orphans' Court to the Circuit Court for Baltimore County, pursuant to Md. Code (1995 Repl. Vol.),

Download Kroop & Kurtland v. Lambros.pdf

Maryland Law