STATE OF MINNESOTA

IN SUPREME COURT

A04-599

 

Arturo Camacho, et al.,
 

                                                Appellants,

vs.
 

Todd and Leiser Homes,
 

                                                Respondent.

 

O R D E R

 

            Upon the court’s own motion and based upon all the files, records and proceedings herein,

            IT IS HEREBY ORDERED that the first full paragraph on page 9 and the paragraph that begins on page 9 and ends on page 10 of the slip opinion filed on November 23, 2005, are hereby modified and combined so as to read as follows:

            Specifically, Minn. Stat. § 541.051, subd. 4 (2002), provides that statutory warranty actions under chapter 327A must “be brought within two years of the discovery of the breach.”7  However, in this case, section 541.051 is not the only statute limiting the Camachos’ claim because section 302A.7291, subdivision 3(a), acts as a statute of repose for bringing a cause of action against the dissolved corporation, which constructed the house at 300 Lady Slipper Lane.  It requires any person with a claim against a dissolving corporation to bring that claim within two years of the corporation’s filing of the notice of intent to dissolve.  By its nature, section 302A.7291, subdivision 3(a), assumes the person bringing the claim has a valid substantive cause of action, but sets an end date for a plaintiff with a claim to obtain a remedy.  Statutes of repose are intended to give finality to the potential defendant and create “a substantive right in those protected to be free from liability after the legislatively-determined period of time.”  54 C.J.S. Limitations of Actions § 5 (2005) (footnote omitted).  Here, the legislative purpose in enacting section 302A.7291 is to provide finality for those corporations that are voluntarily dissolving.8  Moreover, dissolution of a corporation is akin to the death of an individual and abates all litigation against that corporation.  See Onan Corp. v. Indus. Steel Corp., 770 F. Supp. 490, 493-95 (D. Minn. 1989).

 

            ______________________

 

7            After this action was brought, the legislature amended subdivision 4 and added a statute of repose for statutory warranty claims.  Act of May 15, 2004, ch. 196, § 1, 2004 Minn. Laws 356, 357; see Minn. Stat. § 541.051, subd. 4 (2004) (providing that “in no event may an action under section 327A.05 be brought more than 12 years after the effective warranty date”).

 

8           But see 18 John H. Matheson & Philip S. Garon, Minnesota Practice—Corporation Law and Practice §  9.8, at 401 n.9 (2d ed. 2004) (noting that one federal district court has suggested that “Minnesota’s statute of limitations on creditors’ claims would be preempted with respect to ERISA-based claims,” and courts have “disagreed as to whether CERCLA preempts state abatement statutes”).

 

 

Said paragraphs previously read as follows:

            Specifically, in this case, Minn. Stat. § 541.051, subd. 4 (2004), provides both a statute of limitations and a statute of repose applicable to the chapter 327A warranties.  The section 541.051, subdivision 4, statute of limitations requires that warranty actions be brought within two years of discovery of the breach.  The statute of repose provides that in no case may a warranty claim under section 327A.02 be brought more than two years after discovery of the breach.  Minn. Stat. § 541.051, subd. 4.

 

            However, in this case, section 541.051 is not the only statute limiting the Camachos’ claim because section 302A.7291, subdivision 3(a), acts as a statute of repose for bringing a cause of action against the dissolved corporation, which constructed the house at 300 Lady Slipper Lane.  It requires any person with a claim against a dissolving corporation to bring that claim within two years of the corporation’s filing of the notice of intent to dissolve.  By its nature, section 302A.7291, subdivision 3(a), assumes the person bringing the claim has a valid substantive cause of action, but sets an end date for a plaintiff with a claim to obtain a remedy.  Statutes of repose are intended to give finality to the potential defendant and create “a substantive right in those protected to be free from liability after the legislatively-determined period of time.”  54 C.J.S. Limitations of Actions § 5 (2005) (footnote omitted).  Here, the legislative purpose in enacting section 302A.7291 is to provide finality for those corporations that are voluntarily dissolving.7  Moreover, dissolution of a corporation is akin to the death of an individual and abates all litigation against that corporation.  See Onan Corp. v. Indus. Steel Corp., 770 F. Supp. 490, 493-95 (D. Minn. 1989).

            ___________________

7           But see 18 John H. Matheson & Philip S. Garon, Minnesota Practice—Corporation Law and Practice §  9.8, at 401 n.9 (2d ed. 2004) (noting that one federal district court has suggested that Minnesota’s statute of limitations on creditors’ claims would be preempted with respect to ERISA-based claims,” and courts have “disagreed as to whether CERCLA preempts state abatement statutes”).

 

 

Dated:  December 20, 2005

 

                                                                                    BY THE COURT:

 

                                                                                        /s/                                                       

                                                                                    Alan C. Page

                                                                                    Associate Justice