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A Better Partnership
January 21, 2012

COA Opinion: Dissolved corporations are not entitled to notice

On January 19, 2012, the Michigan Court of Appeals issued its opinion in Woodbury v. Res-Care Premier, Inc., No. 297819. Defendant Res-Care Premier, Inc. contracted to purchase a home from Defendant Ruth Averill in 2009. The homeowners in Averill's subdivision had entered into an agreement that required homeowners to offer the homeowners' association, Plaintiff Center Woods, Inc., 30-day notice of any home sale and a right of first refusal. Averill had not provided this notice. However, Center Woods had failed to file its annual statements or pay its annual fees in 1992 and 1993, causing the corporation to be dissolved under MCL 450.2922. Nonetheless, the trial court granted the plaintiffs summary disposition; it invalidated the sale because Averill had not complied with the notice and refusal provisions. The Court of Appeals reversed, holding that Averill was not required to give notice to a dissolved corporation.

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