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The indemnification dispute stems from the issuance in 1981 of a surety bond by Continental for the benefit of General Development Corporation ("GDC"), then a subsidiary of City, a publicly traded, diversified holding company with billions of dollars in assets.
In response, Continental asserted a counterclaim, seeking to hold City Trust liable for indemnification.
The Plan also provided that City could establish a liquidating trust if it were unable to completely distribute its assets within one year. City was unable to conclude its affairs within the one year period contemplated by the Plan.
The consent judgment was duly entered and, on October 8, 1990, the Florida Department of Revenue made demand upon Continental for payment on the bond. We believe this distinction important in view of the two principles which underlie the dissolution process under Section 278 and 279: the need for a definite period in which a corporation may pursue the ordinary winding up of its affairs; and assurance that the dissolution process not become a method for the avoidance by corporate officers and directors of their duty to satisfy the debts and liabilities of the corporation.
Since the Florida surety bond was still in effect, even though no claims had been asserted against it, City's obligation to Continental under the Indemnity Agreement was viewed as a contingent liability.
For its part, however, Continental took no steps to press its contingent claim as long as the Florida proceedings remained static. 463 (1983), the court refused to permit a dissolved Delaware corporation to be sued under a government contract beyond the three-year winding up period where the government had direct knowledge of the dissolution but took no steps to assert its claim within the three-year period and did not seek the appointment of a receiver under Section 279.
More than 250 patients pursued malpractice claims against dentist Henri Duyzend after he retired in 2007, claiming he routinely performed unnecessary root canals.
Continental, Duyzend’s insurer, allegedly sought to settle each claim sequentially and ignored an offer to end the disputes by tendering the ...