In this decision involving a plaintiff corporation’s action to rescind a stock purchase agreement involving the sale of a majority interest in its shares, the Court learned after the issuance of its post-trial opinion that the plaintiff corporation was “void” for failure to pay franchise taxes. As a result, the Court addressed the question of whether such a corporation had the ability to file and maintain the case through judgment. The Court held that the corporation did not have the power to pursue litigation, and accordingly the Court’s final judgment should be vacated. In doing so, the Court reasoned that a corporation voided under Section 510 of the Delaware General Corporation Law does not automatically enter a winding up period to close out affairs or litigate remaining claims.
