Asbestos Workers Local Union No. 32 v. Shaughnessy

In Asbestos Workers Local Union No. 32 v. Shaughnessy, 306 N.J.Super. 1, 703 A.2d 276 (App.Div.1997), the Court dealt with that provision and resolved a claim indistinguishable in principle from plaintiff's claim here. There, corporate officers had signed a contract on behalf of the corporation while its charter was suspended for failure to file an annual report and pay required fees. The trial court determined that the individuals had thus become "liable for the debts arising under the contracts they signed on behalf of the corporation." The Court reversed for two reasons. First, it saw no reason for such a rule where the contracting party neither relied upon the individual assurances of the officers nor upon their credit. The rule determined by the trial judge could cause havoc in the business community. Corporate charters are suspended for a variety of reasons such as failure to file the annual report as in this case, . . . failure to pay corporate franchise taxes, . . . or the failure to follow a variety of statutes or administrative regulations. Under the trial judge's ruling, every corporate officer would be required to consult the corporation's attorneys and accountants, or perhaps the Secretary of State before any agreement were signed, at the risk of becoming personally liable for the corporate obligation. Second, the Court quoted the statutory provision set out above, concluding that: The Act could not be clearer. Absent some element of fraud or express reliance the reinstatement validated the agreement between the Union and the Corporation. The statute governing the revocation of the charter for non-filing of annual reports contains its own reinstatement provisions including those for relation back and validation of actions taken during the revocation period. There is thus no reason to add personal liability to that of the corporation. Id. at 5, 703 A.2d 276.