Honegger's & Co. v. Frog Valley Farm Services, Inc.

296 N.W.2d 314, 98 Mich. App. 568, 1980 Mich. App. LEXIS 2779

• Court: Michigan Court of Appeals
• Decided: July 2, 1980
• Docket: Docket No. 46148
• Status: Published

Opinion

Per Curiam.

Plaintiff appeals as of right from a judgment of no cause of action denying its claim that an officer of a corporation is personally liable for monies owed on a promissory note executed after automatic dissolution of the corporation pursuant to MCL 450.1922(1); MSA 21.200(922).

The facts of the case are not in dispute. On May 15, 1978, defendant corporation was automatically dissolved for failing to file the requisite annual reports. On July 10, 1978, an officer of defendant corporation signed a promissory note for a preexisting debt in the corporation’s name. The issue to be decided is whether this officer becomes personally liable on the note.

MCL 450.1833; MSA 21.200(833) states:

"Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on business except for the purpose of winding up its affairs by: * * * (c) Paying its debts and other liabilities.”

Thus, it is clear that an officer does not encounter personal liability when paying the debts of his dissolved corporation. Alternatively, this debt clearly having been incurred prior to dissolution, no personal liability therefore should attach. See Null v Biogco, Inc, 20 Mich App 220, 223; 173 NW2d 802 (1969).

Affirmed. Costs to appellee.