Legal Opinion · Dissent

Daniels v. Elks Club of Hartford and the Human Rights Commission

Supreme Court of Vermont

Decided August 3, 2012No. 2010-181Published

1Dissent

Reiber, C.J.,

¶ 98. dissenting. In holding that members of the Club may be personally liable for a judgment against the Club, the majority disregard the settled rule — embodied in statute and endorsed by the weight of authority — that reinstatement of a suspended corporate charter revives the traditional corporate shield “as if the administrative dissolution had never occurred,” 11B V.S.A. § 14.22(c), and thus relieves corporate officers and shareholders from personal liability for acts undertaken on behalf of the corporation during the period of suspension. The majority compounds the error by…

2Cases cited25 opinions

  1. Karl Rove & Company v. Richard Thornburgh, Richard Thornburgh, Cross-Appellee, and Raymond P. Dimuzio, Defendant-Cross-AppelleeCourt of Appeals for the Fifth Circuit · 1994
  2. Frederic G. Krapf & Son, Inc. v. GorsonSupreme Court of Delaware · 1968
  3. Estate of Plepel v. Industrial Metals, Inc.Appellate Court of Illinois · 1983
  4. Human Rights Commission v. Benevolent & Protective Order of ElksSupreme Court of Vermont · 2003
  5. Security-First National Bank v. CooperCalifornia Court of Appeal · 1944

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