Parkside Terrace Apartments, Inc. v. Lindner

Prr Curiam : As we see this case, a detailed review of the facts which gave rise tO' this controversy is not particularly rewarding. Parkside Terrace Apartments, Inc. (the Parkside Corporation), a body corporate of the District of Columbia, filed articles of dissolution with the Office of Recorder of Deeds of the District on 2 November 1965. On 21 January 1966, the Parkside Corporation instituted suit in the Circuit Court for Prince George’s County against Emma R. Lindner and Kenneth Minchew, claiming damages in the amount of $26,222.70 for breach of warranty in a real estate transaction which had taken place in the District. The action was dismissed as to Minchew, but continued as to Mrs. Lindner who, in due course, filed pleas which included a denial of Park-side Corporation’s standing to bring the suit.

At the conclusion of the plaintiff’s case, Mrs. Lindner moved for a directed verdict on grounds which included Parkside Corporation’s lack of standing. It was from the granting of this motion that the present appeal was taken. The lower court predicated its ruling on the motion for directed verdict upon a finding that there was no fraud and that the action was barred by limitations. We agree with the result reached by the lower court, but for a reason which we regard as more compelling, making unnecessary a consideration of the points raised by Parkside Corporation. ²⁷³ Under Maryland Code (1957, 1966 Repl.

Vol.), Art. 23, § 78, the directors of a dissolved corporation are constituted trustees, who “* * * may sue or be sued in their own names as trustees, or, notwithstanding such dissolution, [the trustees may sue] in the name of the corporation; * * See also, Atlantic Mill & Lumber Realty Co. v. Keefer, 179 Md. 496, 500 , 20 A. 2d 178 (1941), which quoted with approval 19 C.J.S. Corporations § 1772 (1940) at 1562: “After a corporation has become effectively dissolved in any mode known to the law, its power to sue or be sued, either in actions in personam or in rem, in its corporate name is extinguished *