Garzo v. Maid of the Mist Steamboat Company

In Garzo v. Maid of the Mist Steamboat Company, 303 N.Y. 516 (1952), a corporation in existence for fifty years had inadvertently neglected to provide for the extension of its charter and the plaintiffs in that case had benefitted from the corporation's activities during the period when the charter had expired. The corporation continued to function and pay its franchise taxes. Holders of seventy-five percent of the shares of the corporation, over plaintiffs' objection, approved an application for reinstatement of the charter, which was permitted under the General Corporation Law. The statement quoted by the majority must be read in the context of the claim by plaintiffs that the statute which permitted the reinstatement of a charter was unconstitutional. Moreover, the Court of Appeals wrote, "section 49 is limited in its application to corporations which have neither determined to dissolve nor taken steps looking toward dissolution (subd. 11). The statute was not enacted to resuscitate a lifeless corpse or to operate in a vacuum; it was put into the law, and is here invoked, to deal with a truly functioning enterprise." (Id., 303 N.Y. at 524).