United States District Court, N.D. Alabama, Middle Division
MEMORANDUM OPINION AND ORDER
OWEN BOWDRE CHIEF UNITED STATES DISTRICT JUDGE.
the court is Plaintiff Alabama Teachers Credit Union's
Motion for Reconsideration. (Doc. 96). On October 18, 2017,
this court granted Cross-claim Defendant Design Build
Concepts, Inc.'s motion to dismiss, finding all claims
against it untimely. (Doc. 90). ATCU now argues the court
incorrectly applied Georgia law to reach that conclusion.
first argues the court wrongfully relied on O.C.G.A. '
14-2-1407(d) to dismiss ATCU's claims against DBC and its
shareholders arising from actions that occurred
before DBC dissolved. ATCU also argues that Hall
v. Kimsey, 173 S.E. 437 (Ga.Ct.App. 1934) prevents the
five-year statute of limitations in ' 14-2-1407(d) from
barring its claims against DBC that arose after DBC
dissolved. For the reasons outlined below, the court DENIES
the motion to reconsider its findings.
STANDARD OF REVIEW
of an order is an extraordinary remedy and is employed
sparingly.” Rueter v. Merrill Lynch, Pierce, Fenner
& Smith, Inc., 440 F.Supp.2d 1256, 1267-8 (N.D.Ala.
2006). Motions for reconsideration should not be a
“‘knee-jerk reaction to an adverse
ruling.'” Id. (quoting Summit Medical
Center of Alabama, Inc. v. Riley, 284 F.Supp.2d 1350,
1355 (M. D. Ala. 2003)). Neither should they be “a
platform to relitigate arguments previously considered and
rejected.” Reuter, 440 F.Supp.2d at 1268 n. 9.
Rather, they should be “only available when a party
presents the court with evidence of an intervening change in
controlling law, the availability of new evidence, or the
need to correct clear error or manifest injustice.”
Summit Medical Center, 294 F.Supp.2d at 1355.
argued in its motion to dismiss that “all claims
against DBC . . . are barred because . . . DBC was dissolved
in accordance with Georgia law in February 2010, ” and
“any such claims are barred no later than five years
after the date of the required publication of the
corporation's Notice of Intent to Dissolve.” (Doc.
58 at 2-3). This court determined that DBC dissolved in
February 2010, agreed with DBC's interpretation of the
Georgia statute, and found all claims against DBC were
now argues that even if the court interprets '
14-2-1407(d) to bar ATCU's claims against DBC, it only
applies to those claims arising after its
dissolution, not claims arising from DBC's conduct
before dissolution. While ATCU's understanding
of subsection (d) is correct, ' 14-2-1407(c) places an
even shorter statute of limitations on claims arising out of
conduct occurring before the dissolution. Instead of a
five-year period, subsection (c) bars ''all
claims'' against a dissolved corporation that has
filed a notice of intent to dissolve and publishes a
newspaper notice containing that information ''unless
the claimant commences a proceeding to enforce the claim . .
. within two years after the publication date.
''DBC's motion to dismiss focused on '
14-2-1407(d) because it provides ATCU with the largest window
of opportunity to file any possible claims against DBC.
Logically, if ATCU's claims were untimely under
subsection (d)'s five-year statute of limitations, they
certainly would not be timely under subsection (c)'s
two-year statute of limitations.
correctly argued that ' 14-2-1407 bars all
ATCU's claims against it. Subsection (c) bars all claims
arising out of events occurring before DBC dissolved
that were not filed within two years of its dissolution;
subsection (d) bars all claims arising out of events
occurring after its dissolution that were not filed
within five years of its dissolution. As explained in the
court's previous order, the claimants in this action
filed all their claims against DBC more than five
years after DBC dissolved. Therefore, all their claims are
untimely regardless of which statutory time period applies.
second argument requires little attention because the court
thoroughly addressed it in its previous order. The court
accepted the proposition that Hall v. Kimsey creates
a cause of action against “de facto”
corporations, but rejected the theory that ' 14-2-1407(d)
does not apply to such claims. See (doc. 90). ATCU
has not provided any new authority or argument to persuade
the court to adopt any interpretation other than that
resulting from a plain reading of the statute. Therefore, the
court sees no need to explain its rationale a second time
14-2-1407 bars all claims against DBC in this matter,
regardless of whether they arise from acts or omissions
occurring before or after DBC's dissolution. ATCU has not
provided any reason for this court to reconsider its order
dismissing DBC. Therefore, ATCU's motion is DENIED.