A land owner sold real property to a company who breached the agreement, terminated by the seller due to a breach. Three years thereafter the seller filed a claim against the company, which in the meanwhile was liquidated and erased. Thus, the seller filed the claim also against the director who signed the affidavit at the liquidation process declaring that the company has no debts.
The Court deleted the claim and set, that incorporation a special purpose vehicle for a transaction and liquidating it when the transaction is fully consummated or does not come through is not illegal and is in fact common. Thus, this fact by itself does not create grounds for piercing the corporate veil and attributing the legal acts of the company to others. Upon erasing of a company, it becomes legally incompetent and may not sue or be sued, unless a Court is moved to revive the company and does so.
Moreover, the seller procrastinated for three years and in the meanwhile, in reliance on such delay the company was liquidated without knowledge of any debt to a third part and thus the director is may not be held personally liable for its affidavit declaring that the company has no debts and thus may be liquidated.