Warren Havens v. Arnold Leong, et al.
Arbitration DueProcess Securities Privacy JusticiabilityDoctri
Whether a corporation chartered for interstate commerce can be involuntarily dissolved and wound up in a state court other than the charter state
QUESTIONS PRESENTED The nation is conceived and operated by State-chartered legal entities ("corporations" for short), some for profit and some for charitable purposes. Nationwide there are splits and confusion on whether a corporation can be involuntarily dissolved and wound up by courts of a State other than the charter State, unlike in bankruptcy which is uniform nationwide. This involves the scope and purposes of the Commerce, Contract, and Compact clauses of the US Constitution but generally these are not considered. The confusion and splits greatly hinder and degrade interstate commerce for profit and charity. The questions presented are: 1. In a court action for judicial dissolution and wind up of a corporation in the charter State's court, can the court in its final decision bar an appeal as a matter of right by labelling it interlocutory and non-appealable and for that purpose sua sponte "stay" the final decision to allow another state to conduct the dissolution and wind up? 2. Can a corporation chartered for and engaged in interstate commerce be involuntarily dissolved and wound up in a state court action other than by the State that chartered it integrating its laws? 3. (a) Do the Commerce and Contracts clauses of the US Constitution pose threshold requirements on an involuntary dissolution and windup of a corporation? And (b) is the Compact clause triggered requiring consent of Congress where the non-charter State is involved along with the charter State? 4. (a) Does the involuntary dissolution and windup of a corporation, that in its charter has powers to and engages in interstate commerce, in a state court violate the design and purpose of the uniform federal bankruptcy law? (b) If so, is the state court action unconstitutional? il :