The NY courts hold that the general rule is that where a corporate term of existence has expired but the corporation carries on its affairs and exercises corporate powers as before, it is a de facto corporation. (Ludlum Corp. Pension Plan Trust v. Matty's Super service, Inc., 156 A.D.2d 339
, 548 N.Y.S.2d 292 (2d Dept. 1989)
; Bruce Supply Corp v. New Wave Mechanical. Inc., 4 A.D.3d 444, 773 N.Y.S.2d 408 (2d Dept. 2004)
). The dissolution of a corporation does not entirely terminate corporate existence
. (Camacho v. New York City Transit Authority, 115 A.D.2d 691
, 496 N.Y.S.2d 516 (2d Dept. 1985)
). It is well settled that a dissolved corporation "may sue or be sued...in its corporate name." (Bruce Supply Corp. v. New Wave Mechanical. Inc., 4 A.D.3d 444
, 773 N.Y.S.2d 408 (2d Dept. 2004)
, quoting, Business Corporation Law § 1006(a)).
Furthermore, the NY courts hold that, parties who knowingly treat a dissolved entity as a corporation are estopped from asserting its nonexistence to avoid obligations made with and under the dissolved corporation. (Miot v. Miot, 24 Misc.3d 1224
(A), 897 N.Y.S.2d 670 (N.Y. Sup. Ct. N.Y. Cty. 2009)
, aff'd, 78 A.D.3d 464
, 910 N.Y.S.2d 436 (1st Dept. 2010)
; Metered Appliances, Inc. v. 75 Owners Corp., 225 A.D.2d 338
, 638 N. Y.S.2d 63
1 (1st Dept. 1996); National Bank of North America v. Paskow, 75 A.D.2d 568
, 427 N.Y.S.2d 262 (1st Dept. 1980)
). Conversely, "'f neither of the parties [to a suit] is aware that corporate status has not been achieved, then corporation by estoppel may apply."' (Boslow Family Ltd. Partnership v. Glickenhaus & Co., 7 N.Y.3d 664, 860 N.B.2d 711 (2006)(holding that where defendant does not dispute that it derived a benefit from the agreement and that the investment services provided were not dependent in any way on the nature of the plaintiff as a limited partnership, defendant is estopped from denying the partnership's validity), quoting, 8 Fletcher, Cyclopedia of Corporations 3890 (2006)). The doctrine of corporation by estoppel has been applied in cases where a defendant seeks to avoid liability on a contract from which the defendant benefited. (Id.).
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