Steenblik v. Lichfield

In Steenblik v. Lichfield, 906 P.2d 872 (Utah 1995), Lichfield, a principal of Zephor Advisors, Inc. (Zephor), was held liable for a number of securities violations incurred by Lichfield, who entered into debt obligations with Steenblik after Zephor had been suspended by the State of Utah. 906 P.2d at 873-75. Lichfield argued that because the corporation was suspended at the time he entered into the obligations, the contract was void. The Court noted that there was a split of authority as to whether section 16-10-139 was limited to preincorporation activities or whether it could be extended to post-dissolution activities. Id. at 877. The Court elected to follow the majority rule as cited by the court of appeals in a earlier case that "Section 16-10-139 applies to all persons who act as a corporation without authority." Id. at 878. In Steenblik, the Court wrote, "Nothing in Utah's statutory history suggests Section 16-10-139 is limited to preincorporation activities. . . . As to corporations that have been suspended and not reinstated, we hold that officers and directors who continue the business of a suspended corporation are personally liable for all debts and liabilities arising from those types of activities the corporation performed. Under such circumstances, the relationship of persons who continue the operations of a suspended corporation is like preincorporation promoters . . . . Thus, persons who act as if pursuant to valid corporate authority after that authority has been suspended, are personally responsible for liabilities arising from the continued operations." (Steenblik 906 P.2d at 878.) The Court held that a statutory penalty of treble damages coupled with an award of punitive damages was duplicative: "however wrongful his actions, defendant followed only one course of conduct. That this conduct persisted over time does not create two sets of facts for which he should be punished twice." The trial judge in Steenblik "characterized the treble damages as a statutory penalty 'assessed as a result of the reckless and intentional violations of the Act,' and said that 'punitive damages are punishment for defendant's malicious actions.'" 906 P.2d at 881.