Azure Ltd. v. I-Flow Corp.
Opinion
Lead Opinion
Chin, J.
The Unclaimed Property Law (UPL) (Code Civ. Proc., § 1500 et seq.) 1 requires corporations to deliver to the State Controller (the Contoller) a duplicate certificate of unclaimed corporate stock in specified circumstances. Section 1532, subdivision (d), provides that any “holder” of that unclaimed stock “shall be relieved from all liability of every kind to any person ... for any losses or damages resulting to that person by the issuance and delivery to the Controller of the duplicate certificate . . . .” We granted review to determine the nature and scope of this immunity. We conclude that a corporation is entitled to section 1532’s immunity only if it complies with other provisions of the UPL. We affirm the judgment of the Court of Appeal, which reached a similar conclusion, and disapprove Harris v. Verizon Communications (2006) 141 Cal.App.4th 573 [ 46 Cal.Rptr.3d 185 ] (Verizon), which reached a contrary conclusion.
I. Procedural History
Plaintiff Azure Limited (Azure) sued defendant I-Flow Corporation (I-Flow) for breach of fiduciary duty. The complaint alleged the following: Azure acquired nearly 95,000 shares of I-Flow stock in 1990 and exchanged those shares in…
Dissenting Opinion
Moreno, J.
Code of Civil Procedure section 1516, subdivision (b), 1 which is part of the Unclaimed Property Law (UPL; § 1500 et seq.), provides that “any intangible interest in a business association, as evidenced by the stock records or membership records of the association, escheats to this state if (1) the interest in the association is owned by a person who for more than three years has neither claimed a dividend or other sum . . . nor corresponded in writing with the association . . . and (2) the association does not know the location of the owner at the end of the three-year period. With respect to the interest, the business association shall be deemed the holder.”
Section 1532, subdivision (d), requires the “holder of any interest under subdivision (b) of Section 1516” to “deliver a duplicate certificate to the Controller.” The statute provides a broadly worded immunity to the holder: “Upon delivering a duplicate certificate ... the holder . . . shall be relieved from all liability of every kind to any person ... for any losses or damages resulting to that person by the issuance and delivery to the Controller of the duplicate certificate . . . .” (§ 1532, subd. (d).)