Oregon Court of Appeals turns away tort claims against a dissolved corporation

By Lori Irish Bauman
November 11, 2007

Last week the Oregon Court of Appeals declined to expand the limits on claims against dissolved corporations and successor corporations.  In Dahlke v. Cascase Acoustics, Inc. plaintiff asserted asbestos products liability claims against several defendants, including a dissolved corporation and a corporation that had purchased some of the assets of that dissolved corporation. 

Plaintiff filed suit after the time had expired for making claims against a dissolved corporation under Oregon's statutes.  Plaintiff argued that he should nonetheless be entitled to pursue his claim under the common law "trust fund" doctrine, contending that a judgment against a dissolved corporation can be satisfied through assets distributed to stockholders upon dissolution.  The court held that the trust fund doctrine will not revive a claim that has been extinguished by the corporations statute, currently found at ORS Chapter 60.  On that basis the trial court had properly entered summary judgment against plaintiff as to the dissolved corporation.

As to the claim against the corporation that had acquired some of the assets of the dissolved corporation, the court held that defendant could not be held liable as a "successor" to the dissolved corporation because it had not acquired all of the latter's assets.  The court declined plaintiff's invitation to expand Oregon's law on successor liability "to accomodate the special issues raised by liability for defective products."


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