Liberty Mutual Fire Insurance Co. v. Human Resources Companies

94 P.3d 1253
CourtColorado Court of Appeals
DecidedJune 17, 2004
DocketNo. 03CA0521
StatusPublished
Cited by1 cases

This text of 94 P.3d 1253 (Liberty Mutual Fire Insurance Co. v. Human Resources Companies) is published on Counsel Stack Legal Research, covering Colorado Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Liberty Mutual Fire Insurance Co. v. Human Resources Companies, 94 P.3d 1253 (Colo. Ct. App. 2004).

Opinion

Opinion by

Judge PICCONE.

Plaintiffs, Liberty Mutual Fire Insurance Company and Liberty Insurance Corporation (collectively Liberty), appeal from the trial court’s order denying their motion to substitute intervenor, HRC/SVL, LLC, as a defendant. We vacate the order and remand.

In November 1999, Liberty sued Human Resources Companies, Inc. (HRC) for breach of contract after HRC failed to reimburse Liberty for payments made on its behalf under various insurance policies. The court granted summary judgment against HRC for $560,126. Post-judgment discovery revealed that while Liberty’s summary judgment motion was pending, HRC sold all of its assets to HRC/SVL without notifying Liberty.

Liberty moved to substitute HRC/SVL as a defendant pursuant to C.R.C.P. 25(c), arguing that HRC/SVL was HRC’s successor. The court denied Liberty’s motion without explanation.

I. C.R.C.P. 25(c)

Liberty contends the trial court erred as a matter of law by failing to allow the post-judgment substitution of HRC/SVL under C.R.C.P. 25(c). We conclude further proceedings are necessary.

C.R.C.P. 25(e) allows a trial court to join or substitute a corporation that succeeds to the interest of a party in a lawsuit. It states:

In case of any transfer of interest, the action may be continued by or against the original party, unless the court upon mo[1255]*1255tion directs the person to whom the interest is transferred to be substituted in the action or joined with the original party.

C.R.C.P. 25(c) does not specify a procedure for resolving a motion in cases in which the parties dispute whether the corporation should be substituted for, or joined with, another corporation. No Colorado appellate opinions address this issue. Fed. R.Civ.P. 25(c) is identical to the Colorado rule. We, therefore, look to federal cases discussing Fed.R.Civ.P. 25(c) for guidance. See Am. Water Dev., Inc. v. City of Alamosa, 874 P.2d 352 (Colo.1994).

The rule was created to “allow an action to continue unabated when an interest in a lawsuit changes hands.” See 7C C. Wright, A. Miller & M. Kane, Federal Practice and Procedure § 1958, at 554 n. 6 (2d ed.1986). It is procedural only and does not deal with whether an action survives transfer of interest by a party. It “deals only with the mechanics of substitution in an action which does survive under applicable substantive law.” Wright, supra, § 1958, at 554 n. 6. The rule “describes the method by which the original action may proceed if the right of an action survives.” Wright, supra, § 1952, at 526; see ELCA Enters., Inc. v. Sisco Equip. Rental & Sales, Inc., 53 F.3d 186 (8th Cir. 1995).

A transfer of interest of a corporation occurs when one corporation becomes the successor to another. See Alcan Aluminum Corp. v. Elec. Metal Prods., Inc., 837 P.2d 282 (Colo.App.1992)(a successor corporation may be held liable if there is express or implied assumption of liability; the transaction results in a merger or consolidation of the seller; or the transfer is for the fraudulent- purpose of escaping liability). Courts have applied the rule broadly to include transfer of various types of property interests. 6 James Wm. Moore et al., Moore’s Federal Practice § 25.31 (3d ed.2003). “When a defendant corporation has merged with another corporation, for example, the case may be continued against the original defendant and the judgment will be binding on the successor even if the successor is not named in the lawsuit.” Luxliner P.L. Export, Co. v. RDI/Luxliner, Inc., 13 F.3d 69, 71 (3d Cir.1993).

Generally, substitution occurs during litigation. It has, however, been allowed even after litigation has ended as long as the transfer of interest occurred during the pen-dency of the case. Luxliner, supra; see also Panther Pumps & Equip. Co. v. Hydrocraft, Inc., 566 F.2d 8, 23 (7th Cir.1977)(quoting 3B Moore, supra, ¶ 25.03(1), at 25-101 (2d ed. 1977): “Rule 25 has application only to actions pending in the district courts. But this should not preclude substitution after judgment has been rendered in the district court ... for the purpose of subsequent proceedings to enforce ... a judgment.”).

Substitution of parties under C.R.C.P. 25(c) is a matter within the trial court’s discretion. Recreational Dev. Co. v. Am. Constr. Co., 749 P.2d 1002 (Colo.App. 1987); see Luxliner, supra; 7A Wright, supra, § 1958, at 664-54. Determination whether an entity is a transferee of interest, however, requires the trial court to apply the law to the facts. Luxliner, supra. We review the trial court’s factual findings for clear error. Blesch v. Denver Publ’g Co., 62 P.3d 1060 (Colo.App.2002). Our review of questions of law is de novo. E-470 Pub. Highway Authority v. 155 Co., 3 P.3d 18 (Colo.2000).

Here, the trial court set forth no explanation for its denial of Liberty’s motion. Thus, we can only speculate as to its reason. Under these circumstances, we cannot review the trial court’s decision. See In re Estate of Sky Dancer, 13 P.3d 1231 (Colo.App. 2000)(the trial court’s order must contain findings of fact and conclusions of law sufficient to give an appellate court a clear understanding of the basis of its decision).

We reject Liberty’s assertion that because the trial court did not explain its decision to deny the motion for substitution,- this court should review that determination de novo. Liberty relies on Luxliner, supra; Panther Pumps & Equipment Co. v. Hydrocraft, Inc., supra; Alcan, supra; and an unpublished decision of the Fourth Circuit for the proposition that an appellate court may decide the question of successor liability under C.R.C.P. 25(e) as a matter of law where the facts are undisputed. According to Liberty, this case involves “essentially” undisputed facts about [1256]*1256the transfer of assets from HRC to HRC/ SVL. However, even if we were to accept Liberty’s interpretation of these cases, we cannot characterize the facts of this case as undisputed.

Accordingly, we remand the case to the trial court for further proceedings.

II. Procedure on Remand

When a motion for substitution is disputed, it implicates the parties’ due process rights.

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In Re Estate of Kochevar
94 P.3d 1253 (Colorado Court of Appeals, 2004)

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