Hutson v. Fulgham Industries, Inc.

CLARK, Circuit Judge:

The issue in this appeal is whether a shareholder of a dissolved corporation has the right to bring contract and/or tort claims based on agreements the dissolved corporation had entered into with another corporation notwithstanding the expiration of the two-year wind-up period required under Alabama’s corporate survival statute.

BACKGROUND

Appellant James H. Hutson (Hutson) was the president and 50% shareholder of For-esco, Inc., an Alabama corporation which was formed on March 26, 1979. Edgardo and Melba Diaz owned the remaining 50% of Foresco’s stock.1

On April 19, 1979,…