Schulz, Davis & Warren v. Marinkovich

I dissent from the majority’s holding that approval of certain wage claims was a “grant of additional salaries not provided before the dissolution.”

Montana’s corporation statutes are based in large part upon the Model Business Corporation Act (1960) of the American Bar Association. Official comments to this Act are therefore useful in interpreting Montana statutes. Sections 35-1-904 through 906, MCA, dealing with liquidation and winding up, are counterparts to sections 85 and 87 of the Model Act. The comment to those sections provides in part:

“Historically corporate dissolution resulted in…