3525 Prytania Street Condominium Association, Inc. v. Prytania Investment Properties, LLC and Narinder Gupta

      3525 PRYTANIA STREET                         *         NO. 2023-CA-0077
      CONDOMINIUM
      ASSOCIATION, INC.                            *         COURT OF APPEAL

      VERSUS                                       *         FOURTH CIRCUIT

      PRYTANIA INVESTMENT                          *         STATE OF LOUISIANA
      PROPERTIES, LLC AND
      NARINDER GUPTA                               *

                                                *
                                             *******


SCJ
      JENKINS, J., DISSENTS AND ASSIGNS REASONS


            I respectfully dissent from the majority opinion. I do not find that PIP is the

      proper party for the Association’s unjust enrichment claim. Trimark remained the

      owner of the four condominium units until November 17, 2020.

            La. R.S. 12:1-1443, entitled “Effective date and effects of termination,”

      provides in pertinent part:

            A. The filing by the secretary of state of a corporation’s articles of
               termination under R.S. 12:1-1440 or 1-1441 or a certificate of
               termination under R.S. 12:1-1442 causes the existence of the
               corporation to terminate on the effective date of the articles or
               certificate of termination. The effects of the filing of the articles or
               certificate of termination are not affected by any error in the
               articles or certificate, but the error may justify reinstatement of the
               corporation as provided in R.S. 12:1-1444 or the appointment of a
               liquidator as provided in R.S. 12:1-1445.

            B. When the existence of the corporation terminates, the
               corporation’s juridical personality ends except for purposes of any
               of the following:
               …
               (2) Concluding any proceeding to which the corporation is a party
               at the time of the termination.
               (3) Continuing to own any undistributed corporate assets and to
               owe any undischarged corporate obligations or liabilities.
               …

            C. The termination does not do any of the following:
               …
               (2) Abate any proceeding to which the corporation is a party.
               …
      D. A terminated corporation's juridical personality, and the authority
         of a person acting on the corporation’s behalf as its legal counsel
         or managerial representative, continues for purposes of Paragraph
         (B)(2) of this Section as if the termination had not occurred, but
         subject to the power of an authorized representative of a reinstated
         corporation, or of a liquidator appointed in accordance with R.S.
         12:1-1445, to change the identity or authority of the legal counsel
         or managerial representative.
         …

      Although Trimark’s corporate status terminated in 2018, it remained liable

for the condominium assessments. As set forth in the applicable statute, an action

against Trimark could have been taken, subsequent to an appointment of a

liquidator.

      Accordingly, I would reverse the trial court’s October 3, 2022 judgment,

awarding the Association condominium assessments, attorneys’ fees, and costs.