Christiansen v. Mechanical Contractors Bid Depository, 9833.
| Decision Date | 11 December 1968 |
| Docket Number | No. 9833.,9833. |
| Citation | 404 F.2d 324 |
| Parties | Harold CHRISTIANSEN, d/b/a Palmer-Christiansen Company, Appellant, v. MECHANICAL CONTRACTORS BID DEPOSITORY, a Utah Corporation, Appellee. |
| Court | U.S. Court of Appeals — Tenth Circuit |
Frank J. Allen, Salt Lake City, Utah (Allan E. Mecham and George M. Mecham, Salt Lake City, Utah, with him on the brief) for appellant.
David B. Dee, Salt Lake City, Utah (Wallace R. Bennett, Salt Lake City, Utah, with him on the brief) for appellee.
Before LEWIS, SETH and HICKEY, Circuit Judges.
Plaintiff-appellant, Harold Christiansen, obtained a temporary restraining order enjoining defendant-appellee, Utah Sub-Contractors Bid Service, hereinafter called Bid Service, from withdrawing its deposited bank funds. The court also issued an order to show cause why Bid Service should not be permanently enjoined. Christiansen sought the permanent injunction to satisfy a judgment he obtained against co-defendant and co-appellee, Mechanical Contractors Bid Depository, hereinafter called Bid Depository.1 The court held a hearing, denied a permanent injunction, and dissolved the temporary restraining order.
The issue is, was Bid Service the successor to and alter ego of Bid Depository and therefore liable for the judgment debt of Bid Depository?
Christiansen obtained a $60,000 judgment from Bid Depository. This court affirmed that judgment.2 Christiansen levied on the judgment and took all the tangible assets of Bid Depository. These assets were, however, insufficient to satisfy the judgment. Within three months the executive manager of Bid Depository joined with two electrical contractors and formed Bid Service. Bid Service, which is a non-profit corporation, did not issue stock; the members contributed its initial capital. Bid Service offered a service similar in most respects to the service performed by Bid Depository. The appellant contends that Bid Service is the successor to and alter ego of Bid Depository and therefore liable for the judgment debt of Bid Depository.
Jurisdiction is based on Rule 69 (a) of the Federal Rules of Civil Procedure. Where applicable, Utah corporate law is controlling.3
The appellant correctly cites Utah law for the principle that a creditor of a corporation may follow property transferred by that corporation to another corporation, and may satisfy his debt out of that property when the second corporation is merely a successor to and continuation of the old corporation.4 The trial court found the following facts in conjunction with the cited Utah law:
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...transferee corporation is merely a successor to, and continuation of, the former corporation. See Christiansen v. Mechanical Contractors Bid Depository , 404 F.2d 324, 325 (10th Cir. 1968), cited with approval in In re Merrill Lynch Relocation Mgmt., Inc. , 812 F.2d 1116, 1120 (9th Cir. 198......
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Thomas v. Peacock
...that plaintiff could allege "postjudgment transfers of [the corporate debtor's] property." Id. (citing Christiansen v. Mechanical Contractors Bid Depository, 404 F.2d 324 (10th Cir.1968)).The Tenth Circuit's holding in Sandlin is not inconsistent with, and, indeed, can be read to support, o......
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Caballero v. Fuerzas Armadas Revolucionarias de Colom.
...assets of the successor corporation, notwithstanding that the successor corporation is not the judgment debtor in the underlying action. See Id. Similarly, here, TRIA § provides that the judgment creditor may, upon a proper showing, satisfy his judgment against the blocked assets of any age......
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Merrill Lynch Relocation Management, Inc., In re
...provides the appropriate standards for partnership and successor liability. Fed.R.Civ.P.Rule 69(a); Christiansen v. Mechanical Contractors Bid Depository, 404 F.2d 324 (10th Cir.1968). Section 68.270 has been held to create only a joint liability by a...