Bill Reno, Inc. v. Rocky Mountain Ford Dealers' Advertising Ass'n
| Decision Date | 28 January 1963 |
| Docket Number | No. 20148,20148 |
| Citation | 378 P.2d 206,151 Colo. 406 |
| Parties | BILL RENO, INC., a dissolved Colorado corporation, Plaintiff in Error, v. ROCKY MOUNTAIN FORD DEALERS' ADVERTISING ASSOCIATION, a Colorado corporation, Defendant in Error. |
| Court | Colorado Supreme Court |
Winner, Berge & Martin, Denver, for plaintiff in error.
Ireland, Stapleton, Pryor & Holmes, Denver, for defendant in error.
This matter is before us on writ of error to review a judgment of the trial court dismissing the complaint filed by plaintiff in error against defendant in error.
The trial court held that the complaint failed to state a claim upon which relief could be granted. The complaint, as amended, omitting the caption, is as follows:
'Plaintiff avers:
'1. It was a Colorado corporation and within the past two years it has filed with the Secretary of State its intent to dissolve and its articles of dissolution, and this action is brought in the corporate name pursuant to the provisions of Chapter 32, Section 100, Session Laws, 1958.
'2. Defendant is a not for profit Colorado corporation formed pursuant to the provisions of C.R.S. 1953, Chapter 31, Article 20, and plaintiff was a member of that corporation.
'3. Plaintiff terminated its membership in defendant, and, upon such termination it was entitled to an accounting to determine plaintiff's fair share of the assets thereof.
'4. Plaintiff has repeatedly demanded such accounting and has demanded to inspect the books and records of said corporation to determine plaintiff's equity in said assets, but defendant has refused to furnish said accounting and has refused to permit plaintiff to examine said books and records.
'WHEREFORE, plaintiff prays an accounting; prays that it and its representatives be permitted to examine, inspect and copy the books and records of defendant; its costs in this behalf expended, interest on the amount shown to be due it from the time plaintiff became entitled thereto the date of judgment herein, and for such other and further relief as to the Court seems proper.'
Counsel for defendant urged in the trial court, and argue here, that C.R.S. '53, 31-20-7 precluded any relief being granted to plaintiff. The statute mentioned provides in pertinent part that:
'No dividend or distribution of the property of any such corporation, association or society shall be made until all debts are fully paid, and then only upon its final dissolution and surrender of organization...
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...law right to inspect to such nonstock members. See Parish, supra, 242 A.2d at 549; Bill Reno, Incorporated, v. Rocky Mountain Ford Dealers Advertising Association, 151 Colo. 406, 378 P.2d 206, 207 (1963); see also 18A Am.Jur.2D Corporations § 354 Whether a stockholder or a member, the commo......
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...had proper purpose for inspection, he should receive access to corporation's books); Bill Reno, Inc. v. Rocky Mountain Ford Dealers Adver. Ass'n, 151 Colo. 406, 378 P.2d 206, 207 (1963) (stating that member of nonprofit corporation is entitled to information regarding corporation's business......
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...This right of inspection is available to the shareholders of a nonprofit corporation. See Bill Reno, Inc. v. Rocky Mountain Ford Dealers' Adver. Ass'n, 151 Colo. 406, 408, 378 P.2d 206, 207 (1963). Similarly, we have explained that shareholders in a nonprofit water corporation have a "funda......
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