v. Camel Point Ranch

Citations

• 2019 COA 108

Syllabus

A group of investors formed Camel Point Ranch, Inc. (Camel) to purchase acreage for hunting and recreation. Years of discord ended in a corporate management deadlock and failure to elect officers at two consecutive annual meetings. Plaintiffs, three of the nine shareholders, filed a claim for judicial dissolution under CRS § 7-114-301(2). Following a bench trial, the trial court entered a merits order dissolving Camel and stating that it would appoint a receiver. The trial court subsequently entered an order appointing a receiver to exercise and manage all the business and affairs of Camel and wind up and liquidate its assets. Camel did not appeal the order appointing the receiver, but the attorneys working on behalf of one or more of Camel's officers timely filed a notice of appeal of the district court's final order on the merits. However, the notice of appeal was filed without the approval of either the receiver or the trial court. Plaintiffs filed a motion to dismiss the appeal due to the receiver's lack of involvement and the officers' lack of authority to act on behalf of the dissolved corporation. Upon the receiver's appointment, Camel's corporate officers and directors lost all authority to control the corporation, and the receiver was vested with title to all corporate property and the power to represent the interests of Camel's shareholders, including the right to appeal. Any shareholders who wanted to appeal the dissolution order on Camel's behalf were first required to make a demand on the receiver to appeal, which appellants failed to do. The appeal was dismissed.