Miller v. Celebration Mining Co.

T19 I dissent. The majority errs in employing the common law to replace the Utah Revised Business Corporation Act(URBCA), which was enacted to replace common law corporate principles. The majority's deviation from the URBCA, and cases interpreting it, and the majority's failure to recognize relevant facts leave me no alternative but to dissent.

T20 Utah corporations are exhaustively governed from creation to dissolution by the URBCA. See generally Utah Code Ann. § 16-10a-101 to 1705 (1998). The URBCA requires corporations to file an annual report with the Division of Corporations and…