Beck v. Inter City Transportation, Inc.

417 S.W.3d 740, 2012 Ark. App. 370, 2012 Ark. App. LEXIS 485
CourtCourt of Appeals of Arkansas
DecidedMay 30, 2012
DocketNo. CA 11-846
StatusPublished
Cited by4 cases

This text of 417 S.W.3d 740 (Beck v. Inter City Transportation, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Arkansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Beck v. Inter City Transportation, Inc., 417 S.W.3d 740, 2012 Ark. App. 370, 2012 Ark. App. LEXIS 485 (Ark. Ct. App. 2012).

Opinion

RITA W. GRUBER, Judge.

| jThis case has returned to us after we remanded it for supplementation of the record and rebriefing. Beck v. Inter City Transp., Inc., 2012 Ark. App. 147, 2012 WL 474682. The issues now before us involve the interpretation of two Arkansas statutes: Ark.Code Ann. § 26-54-112 (Repl.2008), which governs the reinstatement of a corporate charter; and Ark. Code Ann. § 16-22-308 (Repl.1999), which authorizes an award of attorney’s fees in contract cases. Appellant, Alvin M. Beck, appeals the trial court’s denial of his motion to dismiss this case under Ark. R. Civ. P. 12(b)(8) on the basis of a similar lawsuit he filed against appellee, Inter City Transportation, Inc., in another county. Inter City cross-appeals the court’s order denying its request for attorney’s fees and granting appellant’s request for an equitable lien. We affirm on direct appeal. On cross-appeal, we affirm the court’s imposition of an equitable lien, but |2we reverse and remand its denial of attorney’s fees.

I. Direct Appeal

The relevant facts are these. The parties entered into an agreement pursuant to which Beck agreed to sell and Inter City agreed to buy two complete engines for which Inter City already had a buyer. Beck delivered the engines and Inter City paid $14,500.1 Shortly thereafter, Inter City discovered that one of the engines was not complete and it was unable to sell the engines to the intended overseas buyer.

On August 4, 2010, Inter City filed a complaint against Beck in Pulaski County, alleging that Beck’s actions constituted “breach of contract including among other things, but [sic] the engines were not fit for their intended purpose” and “fraud as a result of Defendant’s failure to disclose the condition of the engines.” At the time Inter City filed suit, its corporate charter had been revoked for failure to pay franchise taxes. On August 14, 2010, Beck filed a complaint for declaratory judgment on similar issues against Inter City and its principal, Gerry Issioffia, individually, in Monroe County. On August 20, 2010, Beck filed a motion to dismiss Inter City’s complaint in this case, alleging that Inter City did not have standing to bring this action because its corporate charter had been revoked. On August 30, 2010, Inter City filed a response to Beck’s motion to dismiss, attaching evidence that its corporate charter had been reinstated and that it was in good standing. On February 1, 2011, Beck filed an amended motion to dismiss pursuant to Arkansas Rule of Civil Procedure 12(b)(8), arguing that his Monroe County action was still pending and had been filed while Inter City was nothin good standing. Thus, Beck argued, his intervening rights occurred before Inter City’s charter was reinstated and could not be defeated by Inter City’s reinstatement. The court denied Beck’s amended motion to dismiss and found for Inter City on its complaint.

Beck’s sole issue on appeal is that the court erred in finding that Ark.Code Ann. § 26-54-112’s provisions regarding retroactivity applied to defeat the rights that he acquired during the period of forfeiture. Specifically, he argues that he acquired a vested right in his Monroe County lawsuit against Inter City and Mr. Issioffia, individually, and that this right cannot be defeated by the reinstatement provisions of Ark.Code Ann. § 26-54-112.

We review a trial court’s decision involving the interpretation of a statute de novo on appeal. CNA Ins. Co. v. Ark. Children’s Hosp., 2011 Ark. App. 671, 386 S.W.3d 631. Arkansas Code Annotated section 26-54-112 provides in pertinent part:

(a)(l)(A)(i) Any corporation whose charter or permit authority to do business in the state has been declared forfeited by proclamation of the Governor or the Secretary of State may be reinstated to all its rights, powers, and property.
(ii) Reinstatement shall be retroactive to the time that the corporation’s authority to do business in the state was declared forfeited.

In a lawsuit involving facts similar to those in this case, the supreme court held that, under the plain language of Ark.Code Ann. § 26-54-112, “reinstatement of the corporate charter shall be retroactive to the date of its revocation.” Omni Holding and Dev. Corp. v. C.A.G. Invs., Inc., 370 Ark. 220, 227, 258 S.W.3d 374, 380 (2007). The court held that section 112’s restoration of the corporation’s corporate status in Omni vested it with continuous existence as though revocation of its charter had never occurred. Id. at 228, 258 S.W.3d at 380. Consequently, the court affirmed the trial court’s denial of appellant’s motion 14to dismiss for lack of standing in that case. As here, the complaint was filed at a time when the corporate charter of the plaintiff had been revoked.

Beck argues that this case is distinguishable from the facts in Omni because Beck filed a similar lawsuit — thereby obtaining vested rights — between the time Inter City filed its complaint and the time Inter City’s charter was reinstated. We fail to see a difference of legal significance. The statute, in no uncertain terms, states that reinstatement “shall be retroactive to the time that the corporation’s authority to do business in the state was declared forfeited.” Ark.Code Ann. § 26-54-112(a)(l)(A)(ii). It provides no exceptions. Moreover, Beck never explicitly provides what “vested rights” he acquired that are so important that they abrogate the effect of a very clearly defined directive of the Arkansas legislature. Further, Beck argues that retroactivity encourages a corporation to play “fast and loose” with the rules and fail to pay franchise taxes because the corporation may later take advantage of the retroactivity provisions; he contends that, if vested rights could not be defeated by the retroactive reinstatement of a corporation’s charter, a corporation would have more incentive to pay franchise taxes when due. Regardless of the merits of Beck’s policy argument, the legislature has spoken. We have no authority to legislate or to construe a statute to mean anything other than what it says. Nat’l Baptist Convention, U.S.A., Inc. v. Ark. Emp’t Sec. Div., 3 Ark.App. 189, 192, 623 S.W.2d 852, 854 (1981). Thus, we affirm the trial court’s denial of Beck’s motion to dismiss.

II. Cross-appeal

We turn now to Inter City’s cross-appeal. Its principal argument on cross-appeal is that |sthe trial court erred in denying its motion for attorney’s fees under Ark.Code Ann. § 16-22-308, which provides that the trial court may award attorney’s fees to the prevailing party in

any civil action to recover on an open account, statement of account, account stated, promissory note, bill, negotiable instrument, or contract relating to the purchase or sale of goods, wares, or merchandise, or for labor or services, or breach of contract, unless otherwise provided by law or the contract which is the subject matter of the action.

In order to understand the parties’ arguments, we turn to Inter City’s complaint and to the trial court’s judgment.

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Bluebook (online)
417 S.W.3d 740, 2012 Ark. App. 370, 2012 Ark. App. LEXIS 485, Counsel Stack Legal Research, https://law.counselstack.com/opinion/beck-v-inter-city-transportation-inc-arkctapp-2012.