Lancellotti v. Maryland Cas. Co

In Lancellotti v. Maryland Cas. Co., (260 NJ Super 579, 617 A2d 296 1992), plaintiffs operated a truck repair business at in Jersey City through a corporation known as J & L Diesel Repair, Inc. ("J & L"). The corporation's charter was revoked by the New Jersey Secretary of State in 1983 for nonpayment of franchise taxes, and on March 7, 1984, the insurance policy that was the subject of the suit was amended to change the name of the insured from the corporation to the name of plaintiff Carl Lancellotti, the owner of the building in which the business was conducted. On the issue of standing, the Court stated: The Secretary of State revoked the corporate charter of J & L sometime in 1983, and the insurance policy was amended March 7, 1984. Both these events took place prior to the fire. The effect of the revocation was to dissolve the corporation. N.J.S.A. 14A:12-8(b). A dissolution prohibits the corporation from carrying on its business except for the purpose of winding up its affairs by: (a) collecting its assets; (b) conveying for cash such of its assets as are not to be distributed in kind to its shareholders; (c) paying, satisfying and discharging its debts and other liabilities; (d) doing all other acts required to liquidate its business and affairs. N.J.S.A. 14A:12-9(1). It has been stated that the forfeiture of petitioner's corporate charier destroys the corporation's existence as a legal entity (AmJur Corporations 2391, citing Lancellotti v. Maryland Cas. Co.). Thus, the effect of New Jersey's revocation was to dissolve petitioner.