City cnvlz investing liquidating trust

21 Nov

This dispute concerned certain tax liabilities that allegedly were assumed by the predecessor corporation of defendant-appellee City Investing Company Liquidating Trust (the “Trust”). For the reasons that follow, we conclude that Am Base's claims are barred as a matter of law by the doctrine of res judicata. Certain directors and officers of City (“Trustee Defendants”) occupied certain fiduciary positions with both Am Base and the Trust.The District Court dismissed the complaint upon a finding that the express contractual indemnification claim pleaded therein failed to state a claim upon which relief could be granted and that the restitution, unjust enrichment, implied contract, and breach of fiduciary duty claims were time barred by New York's statute of limitations. Accordingly, we affirm the judgment of the District Court without reaching the merits of whether Am Base's various claims either fail to state a claim upon which relief can be granted or are time barred. The Parties City Investing Company (“City”) was a publicly-held Delaware holding company that was dissolved and liquidated in 1985. Defendant-appellee George Scharffenberger was a Trustee of the Trust since its creation and served as Chairman of the Board of Directors of Am Base from prior to 1985 until January 1993, and as Am Base's Chief Executive Officer from March 1990 until May 1991. The relevant detail of this transaction was that City distributed the outstanding shares of Am Base to City's common stockholders. In 1985, as part of its dissolution and liquidation, City consummated a transaction pursuant to which it distributed out its assets and liabilities.It is hosted by Landis Holdings Inc (Texas, Fulshear,) using Apache web server.

City Investing Company Liquidating Trust (Trust) provides that the Trust is organized for the sole purpose of liquidating the Trust Estate (the remaining assets and liabilities of City Investing Company) in a manner calculated to conserve and protect the Trust Estate, and to collect and distribute to the beneficiaries proceeds therefrom, in as prompt and orderly a fashion as possible, after the payment of, or provision for, expenses and liabilities.

in a manner to conserve and protect the Trust Estate and to collect and distribute the beneficiaries proceeds.

For the six months ended 6/30/01, revenues rose 42% to .7 million. Results reflect higher yield on investment securities and lower SG&A expenses as a percentage of sales.

Most equity investors prefer (or are effectively required) to hold shares in ongoing businesses.

Companies in liquidation are the antithesis of the type of investment they want to make.