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Shares of dissolved corporation is matter to be handled by trial court, COA rules

October 18, 2013

A dispute between two brothers over corporate shares left from the dissolution of the family business got a rehearing by the Indiana Court of Appeals, but no reversal.

In July 2013, Timothy Enders had appealed the trial court’s granting of the petition by his recently deceased brother, Randall Enders, to dissolve Enders & Longway Builders Inc., the business the brothers had inherited from their father.

At that time, the Court of Appeals concluded the buy-sell agreement that limited the transfer of corporate shares had been terminated when the corporation was dissolved one day before Randall’s death.

Timothy petitioned for a rehearing on the grounds that the Court of Appeals had ruled the shares were not jointly owned with rights of survivorship at the time Randall died.

However, at the rehearing of Timothy S. Enders and Enders & Longway Builders, Inc. v. Debra Sue Enders as Personal Representative of the Estate of Randall Enders, 71A03-1211-PL-494, the COA stated it had not made any determinations about the shares certificates.

The Court of Appeals asserted it only ruled that the trial court properly dissolved the corporation. Therefore, the issue of the shares certificates is something to be resolved by the trial court during the closing of corporate affairs and distribution of corporate assets.

Writing for the court, Judge Michael Barnes stated, the COA stands by its previous opinion.


 

 

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