IN THE SUPREME COURT OF MISSISSIPPI NO. 2014-CA-00579-SCT RANDY WILLIAMS, GARY MATHIS, LARRY JAMES MITCHELL, RAY FORD JAMES WILLIAMS, TERRY

T. ROBERTS, EARNEST WEATHERSBY

, CHARLES GATLIN, AV A C. FOX, CURTIS HARV

ILLE, WILLIE BEN WILLIAMS, JR., CHESTER GREGORY HOPSON, V

INCENT JEROD HOLLOWAY

, JAMES A. GRIGGS, DEMETRIUS R. GIV

ENS, WILLIE JAMES MARSHALL, CURTIS LEE HILL AND LARRY O’NEAL WILLIAMS

v. CLARK SAND COMPANY , INC.

DATE OF JUDGMENT: 03/27/2014 TRIAL JUDGE: HON. ROBERT P. KREBS TRIAL COURT ATTORNEYS: FRED KRUTZ, III DANIEL J. MULHOLLAND COLLEEN S. W ELCH JOHN T. GIVENS R. ALLEN SMITH, JR. TIMOTHY W

. PORTER PATRICK MALOUF EDW IN S. GAULT, JR. COURT FROM W HICH APPEALED: JACKSON COUNTY CIRCUIT COURT ATTORNEYS FOR APPELLANTS: DAVID NEIL McCARTY R. ALLEN SMITH, JR. TIMOTHY W

. PORTER PATRICK MALOUF JOHN T. GIVENS ATTORNEYS FOR APPELLEE: FRED KRUTZ, III DANIEL J. MULHOLLAND COLLEEN S. W ELCH EDW IN S. GAULT, JR. NATURE OF THE CASE: CIVIL - PERSONAL INJURY DISPOSITION: AFFIRMED - 10/01/2015MOTION FOR REHEARING FILED:

MANDATE ISSUED: EN BANC. WALLER, CHIEF JUSTICE, FOR THE COURT: ¶1. This is a l atent-injury silicosis case f i l e d a g a i n s t a F l orida corporation that was dissolved. This app e al presents the questions of whether the Florida corporate-survival

statute applie s t o a M i ssissippi plaintif f , or whether the discovery rule f or latent injuries
perm its claim s to be brought against the f oreign corporation af

ter dissolution. ¶2. At com m on law, when a corporation dissolved, i t n o longer existed, a nd it could not be sued. But because of the harshness of this rule, Florida, like m o st stat e s , h a s a d o p t e d a corporate-survival statute that allows plaintif f s to bring suit against a Florida c orporation f or
up to f our y ears af

ter dissolut i o n . T h i s rule applies t o c laim s that were unknown to the corporation at the tim e of dissolution. Here, sixteen plaintif f s s u e d Clark Sand Com

pany , Inc

. , a Florida corporation, m ore than f our y ears a f

ter the corporation’s dissolution. The circuit c o urt judge theref

ore sustained Clark Sand’s m otion f o r sum m ary judgm ent. Finding no error, we af

f irm

. FACTS AND PROCEDURAL HISTORY ¶3. On June 9, 2008, C lark Sand, a Florida corporation, f iled its Articles of Dissolution and Notice of Corporate Dissolution. The Florida Secretary of S t a t e p osted the notice of dissolution on its website. At that tim e, the claim s of Randy W illiam s and the other sixteen plaintif f s in this suit were unknown to Clark S a n d

. More than f our y ears later, in 2013,

2W i lliam s sued C l a r k S a n d i n the Circuit Court of Jackson County

. 1 In its answer to the

com plaint, Clar k S a nd a rgued the claim s were b arred under Florida’s corporate-survival statute, Florida Statutes Section 607.1407. Subsequently , Clark Sand f i led a m otion f

or

sum m ary judgm ent on this ground, which the trial court sustained. ¶4. W i lliam s now appeals, arguing the trial court erred i n g ranting sum m ary judgm ent f or three reasons. First, W illiam s c laim s the Florida law i s a statute of lim itations, and under the principles of conf

licts of law, the Mississippi statute of lim i tations a nd discovery rule should apply

. Second, if the Court f inds the Florida statute to be substantive a nd n ot procedural, Mississippi law still should apply becau s e t h e “center of g ravity ” of the suit was in Mississippi. And l ast, W illiam s claim s C lark Sand f ailed to f o llow Florida Statutes Section 607.1406 on a num

ber o f other occasions, which requires written notice to b e sent to known claim ants. Theref

ore Clark S and sh o u l d n o t be allowed to invoke Florida Statute Section 607.1407, which relates to unknown claim ants. A ll p laintif f s in the instant m at t e r are unknown claim ants. W e restate the issues as f o llows:
I. W h e t h e r t h e F l o r i da c orporate-dissolution s u r v i v a l s t a t u t e i s a statute of lim itations.
II. Whether the center-of-gravity test applies in this case.
III. W h e t h e r C l a r k S a n d ’ s alleged failure to f o l l o w F l o r i d a l a w i n regard to Section 607.1406 in prior suits affects the current case.

DISCUSSION

1 F o r co n v en ien ce w e u se “William s” to ref er to all sev en teen p lain tif f s. 3¶5. W e review the grant o f sum m ary judgm e nt de novo . MS Com p Choice, SIF v. Clark, Scott & Streetm an , 981 So. 2d 955, 959 (Miss. 2008). “ Sum m a ry judgm ent is proper ‘if the pleadings, depositions, answers to interrogatories and adm i ssions o n f ile, together with the af f idavits, if any , show that there is no g enuine i ssue as to any m aterial f act and that the

m oving party is entitled to a judgm ent as a m atter of law.’” Clark Sand Co. v. Kelly , 60 So. 3d 149, 154 (Miss. 2011) (quoting Miss. R. Civ. P. 56(c)).
I. Whether the F l o r i d a c o r p o r a t e - d i s s olution survival s tatute is a statute of lim itations. ¶6. The f

irst question bef

ore the Court is whether a corporate-survival statute is a statute of lim itations. The answer is no. See Air Control Products, Inc. v. Perm a-Stress, Inc. , 189 So. 2d 412, 414 (Fla. 1st D ist. Ct. App. 1966) (f inding predecessor to the statute a t issue here

was n ot a s tatute of lim itations); Bahl v. Fernandina Contractors, Inc. , 423 So. 2d 964, 965 (Fla. Dist. Ct. App. 1982); see also Keefe v. Glasford’s Enters., Inc. , 248 N eb. 64, 68, 532
N.W

. 2 d 6 2 6 , 629 ( 1995) (discussing the reasoning f or why corporate-survival statutes are not
statutes o f lim itations). T his is im portant here b e c a u s e t he s tatute’s nature m ay raise a conf lict

- o f

- l aws issue, which we discuss below. Here, the trial c ourt f ound the survival statute was not a statute of lim itations and determ ined that Florida law applied. A. A dissolved corporation cannot be sued. ¶7. At com m on law, once a corporation was dissolved, it was d ead in the ey es of the law and n o c laim could be m aintained against it. Oklahom a Nat. Gas Co. v. State o f Oklahom a , 273 U.S. 257, 259-60, 47 S. Ct. 391, 392, 71 L. Ed. 634 ( 1927); Theta Props. v. Ronci Realty Co. , 814 A.2d 907, 910, 9 1 2 (R.I. 2003) (“Raising the dead t o sue them can prove as
4dif

f icult with dissolved corporations as with other quond a m l i f e f orm s.”). To sof

ten this harsh r ule, m any s tates have adopted c orporate-survival statutes. Theta Props. , 814 A.2d at 912; see also, e.g., Miss. Code Ann. § 7 9-4-14.07 (Rev. 2013) (allowing claim s t o be brought f or three y ears); Ind. Code Ann. § 23-1-45-7 (allowing claim s to be brought f or two y ears). These statutes tem

porarily extend the lif

e of a corporation f

or the l i mi t ed p urposes of winding up and a llowing parties to bring any claim s they m a y have a gainst the corporation. See Theta Props. , 814 A.2d at 912. But o nce this period ends, the corporation expire s and

no longer m ay be sued. Chicago Title & Trust C o. v. Forty-One Thirty-Six Wilcox Bldg. Corp. , 302 U.S. 120, 1 2 9-30, 58 S. Ct. 125, 1 28, 82 L. Ed. 147 (1937) (providing that, once the p rolongation period granted by a co r p o r a t e s u r v ival statute ends, the corporation’s powers
are term inated “f

o r all tim e and f

or all purposes”); Keefe , 532 N.W .2d at 629. ¶8. The F lorida statute at i ssue here is Sectio n 6 0 7

. 1 4 0 7

. This statute, which tracks the Model Business Corporation Act Section 1 4.07, is a c o rporate-survival s tatute and is sim ilar

to the statutes adopted in num erous other j urisdictions. See, e.g., M iss. Co d e Ann. § 79-4-14.07 (Rev. 2013) (identical to the Florida statute, s ave the t im e f ram e to bring suit in Mississippi is three y ears instead of f our); Ga. Code Ann. § 14-2-1407; Mich. Com p. Laws Ann. § 450.1842a; Neb. Rev. Stat. § 21-20,157; Ind. Code Ann. § 23-1-45-7. ¶9. The q

uestion of whether a corporate-survival statute is a s t a t u te of lim itations has been considered b y a n um

ber o f courts, all of which have co n c l u d e d t h at corporate-survival

statutes are not statutes of lim itation. See, e.g. , OXY USA Inc. v. Quintana Prod. Co. , 79 So. 3d 366, 382 (La. C t. App. 2011); Gom ez v. Pasadena Health Care Mgm t., Inc. , 246 S.W .3d

5306, 315-13 (Tex. App. 2 008); D eere & Co. v. JPS Dev., I nc . , 264 Ga. App. 672, 673, 592 S

. E .2d 175, 177 ( 2003); Theta Props. v. Ronci Realty Co. , 814 A.2d 907, 9 10, 912 (R

. I

. 2003); Gilliam v. Hi-Tem p Prods. Inc. , 260 Mich. A pp. 9 8, 112, 677 N.W .2d 856, 867 (2003); State ex rel. N

at. Super Markets, Inc. v. S weeney , 949 S.W .2d 289, 2 9 2 (Mo. Ct. App. 1997); Keefe v. Glasford’s Enters., Inc. , 248 Neb. 64, 6 8 , 5 3 2 N

. W.2d 626, 629 (1995); Swindle v

. Big River Broad. C

o r p . , 9 0 5 S

. W .2d 565, 568 (Tenn. Ct. App. 1995); Sm ith v. Halliburton C

o . , 879 P.2d 1198, 1202-03 (N.M. 1994); Indiana Nat’l Bank v. Churchm an , 564 N.E.2d 3 40, 344 (Ind. Ct. App. 1990); Davis v. St. Paul Fire & Marine
Ins. Co. , 727 F. Supp. 549, 551 (D.S.D. 1989); William s v. U nited S tates , 674 F. Supp. 334, 337 (N.D. Fla. 1987) (f

inding a predecessor statute to Section 607.1407 a s urvival statute and

not a statute of lim itations); see also Gillespie Cm ty. Unit S ch. Dist. No. 7 v. Union Pac. R. Co. , 2012 W L 7009965 (Ill. App. (4th) April 13, 2012), 2012 I L App (4th) 110142-U, ¶ 85 (not published in N.E.2d); 19 C .J.S. Corporations § 953 (2007) (discussing distinction between a survival statute, which extends the t i me a s uit m a y be brought, and a statute of lim itations, which c uts o f

f the tim e stale during which claim s m ay be pursued). T his includes Florida c ourts f

inding this statute’s predecessor was not a s tatute of lim itations. Bahl , 423 So. 2d at 965 (f

inding predecessor statute was a “prolongation” s tatute that continued the corporation’s existence); see also Air C ontrol Prods., Inc. v. Perm a -Stress, Inc. , 189 So. 2d 412, 414 ( Fla. 1st Dist. Ct. App. 1966) ( f i nding the statute “continued as a body corporate” in order to satisf

y its liabilities); William s v. United States , 674 F

. Supp. 334, 336-37 (N.D. Fla. 1987) (sam e).

6¶10. Neverth e l e s s , Wi l l i a ms c l aim s the Florida s urvival statute is indeed a statute of

lim itations. In support, W illiam s points to a S enate staf f analy sis, which ref

ers to the statute

as a s tatute of lim itations. Fla. Staf f Analy sis, S.B. 2718, Apr.16, 2004. W illiam s also cites dicta in a New York f

ederal district court opinion that ref erred to the statute’s predecessor

as a statute of lim itations. See Idylwoods A ssocs. v. Mader Capital, Inc. , 177 F.R. D

. 136, 140 (W

. D.N.Y. 1997). ¶11. Clark Sand n otes the Florida Senate Journal m akes no r ef erence to Section 607.1407 being a statute of l im i tations. Moreover, the Florida Suprem e Court has held that a Senate staf f a n a l y sis is but “one t ouchstone of the collective legislative will,” and is “not determ inative of f

inal legislative intent.” White v . State , 714 So. 2 d 440, 443 n.5 (Fla. 1998). Indee d , the language in the Senate staf f analy sis, in light of the overwhelm ing nationwide caselaw to the contrary , is not persuasive, an d w e f ind that i t i s not indicative of the “f inal legislative intent.” F urther, i t i s unlikely the Florida Legislature would diverge f rom all other

states in this regard, e specially considering the language was adopted f rom the Model Business Corporation Act. ¶12. Nor i s Idylwoods Ass o c i a t e s v . Mader Capital persuasive. That proceeding was on

a m otion seeking leave to a m end a cross-claim

. Idylwoods , 177 F.R.D. at 137. The trial court denied the m otion on grounds other than the survival statute a n d t hen went on t o note the claim s a lso would be barred because they were b rought af ter the tim e p erm itted by Florida’s corporate-disso l u t i o n s tatute. Id. at 139-40. In doing so, the trial court judge erroneously

7ref

erred to the statute as a statute of lim itations. This was dicta w ithout a ny consideration of whether the corporate-dissolution statute was, i n f act, a statute of lim itations. Id. a t 139-40. ¶13. In sum , w e agree with our sister jurisdictions in f inding corporate-survival statutes, specif ically Florida Section 607.1407, are not statutes of lim itation. See OXY U SA Inc. , 79 So. 3d at 382; Gom ez , 2 46 S.W

. 3 d a t 3 1 5

- 1 3 ; Deere & Co. , 592 S.E.2d at 177; Theta Props. , 814 A.2d at 912; Sweeney , 949 S.W .2d at 292; Keefe , 5 32 N.W .2d a t 629; Swindle , 905 S .W .2d at 568; Sm ith , 879 P.2d at1202-03; Churchm an , 564 N .E.2d at 3 44; Davis , 727
F. Supp. at 551; W

illiam s , 674 F. S upp. at 3 37. Furtherm ore, once a c orporation is dead, i.e., the survival-statute tim e p eriod has lapsed, it n o longer can be sued. C hicago Title & Trust Co. , 302 U.S. at 129-30; Theta Props. , 814 A.2d a t 9 1 2

. Accordingly , we af f irm the trial court on this point. B. Tort claim s are claim s. ¶14. W i lliam s also claim s that the survival statute does n ot apply to tort claim s. W illiam s cites no authority i n support of this argum ent. Indeed, one of the p rim ary p urposes of survival

statutes l ike that of Florida is to allow claim ants to b ring suit against a dissolved corporation f or a lim ited tim e. See Sm ith , 879 P.2d 1198; Model Bus. Corp. Act § 14.07 c m t. (am ended 2005) ( specif

i cally m e ntioning the purpose of the r ule i s to perm it lawsuits t o be f i led against dissolved corporations f

or a set num

ber of y ears); 19 C.J.S. Corporations §§ 952, 953 (2007) (noting corporate-survival st a t u t e s exist, in part, to allow suits a gainst dissolved corporations); see also M ejia v. Ruiz

, 985 So. 2d 1109, 1 114 ( Fla. Ct. App. 2008) ( apply ing

8Florida corporate-dissolution statute Section 6 07.1406 to a t o r t c laim ). This argum ent is

without m erit. C. Corporate-survival statutes are constitutional . ¶15. Wi l l i a ms f

u r t h e r argues that enf

orcing the Florida statute would violate h i s d u e
process and equal protection rights. W i lliam s say s the Florida law r e s u l t s in dif f erent
treatm ent of sim ilarly situated plaintif f s who rely on Mississippi’s discovery rule. He claim s that the F lorida statute unconstitutionally perm its one c lass of persons – those who discover their injuries and f

ile within f

our y ears of d issolution – to m aintain a s u it, while p reventing another class – those who do n o t discover t h e i r i n j u r i e s in tim e to f

ile within f

our y ears

– f rom bringing a claim

. ¶16. W i lliam s cites no authority on point. Indeed, the U.S. Suprem e C ourt and other courts considering this issue h ave rule d t h e o t h e r way . Chicago Title & Trust C o. v. Forty-One Thirty-Six Wilcox B ldg. Corp. , 302 U.S. 120, 128, 58 S. Ct. 125, 128, 82 L. Ed. 147 (1937) (“There is nothing in the F ederal Constitution which operates to restrain a state f rom
t e r m i n a t i n g a

b solutely a nd unconditionally the existence of a state-created corporation, i f t h a t be authorized by the statute under which the corporation has been organi z e d

. ” ) ; I n re All Cases Against S

ager Corp. , 967 N.E.2d 1 203, 1205 (Ohio 2 012), (“In conf o r mi t y w ith constitutional requirem ents o f due process and the Full F aith and Credit Clause, the law of the state of incorporation controls whether a corporation is a me n able to s u it.”); see also Oklahom a N

at. Gas Co. v. State of Okla. , 273 U.S. 257, 259-60, 47 S. Ct. 391, 392, 71 L. Ed. 634 (1927) (noting no constitutional def ects in f inding dissolved corporations cease to

9be entities tha t c a n be sued and that “ corporations exist f o r specif ic purposes, and only by legislative act, so that if the l if e of t h e c o r

p o r a t ion is to continue even o nly f or litigating
purposes it i s necessary that there should be som e statutory a u thority f or the prolongation.”).
II. Whether the center-of-gravity test applies in this case. ¶17. The center-of

- gravity analy sis i s a choice-of -laws m echanism that this Court uses to resolve conf

licts o f law. Mitchell v. Craft , 211 So. 2d 509, 515 (Miss. 1968) (“This doctrine is a r ule whereby the court try i ng the action applies the law of the place w h ich has the m ost

s i g n i f i c a n t r elationship to the event and p arties, o r which, because of the r elationship o r
contact with the ev e n t and parties, has the greatest concern with the s pecif i c issues with respect to the liabilities and r ights of the parties to the l itigation.” (citing 15A C.J.S. Conflict of Laws 8(2) (1967))); see also Zurich , 920 So. at 433; Restatement ( S econd) C o n

flict of
Laws §§ 145, 1 4 6 (Am

. Law I nst. 1971). Here, W i lliam s claim s there is a conf lict between Flori d a ’ s corporate-survival statute and Mississippi’s statute of lim itations and discovery rule. Yet, the center-of

-gravity test is inapplicable to the instant m atter. ¶18. W her e t h e r e i s a c onf lict of laws, Mississippi f ollows the Restatement ( Second) Conflict o f Laws

. Newm an v. Newm an , 558 So. 2d 821, 823-24 (Miss. 1990). The
Res t a t e m e n t ( S econd) Conflict of

L aws provides in Section 299 that a corporation’s existence is determ ined by the laws of the state of inco r p oration. Restatement ( S econd) Conflict of
Laws § 299 (Am

. Law Inst. 1971). The Florida statute at i ssue h ere term inates a corporation’s exist e nce f

or p u rposes of unknown c laim s f our y ears af

ter its f iling notice dissolution.
W i lliam s f

iled suit af

t er Clark Sand ceased to exist under Florida law.

1 0¶19. Mississippi will apply the substantive law of a f oreign state where the other state’s law i s not “of

f ensive to the deeply ingrained or s trongly f elt public policy of the s t a t e . ” Boardm an v. United S

ervs. A uto. Ass’n , 4 70 So. 2d 1024, 1038 (Miss. 1985). M ississippi’s corporate-survival s tatute is i dentical to Florida’s, except Mississi p p i ’ s is slightly m ore restrictive, in that it extends the privilege to s ue a dissolved corporation only f or three y ears instead o f f

our. Compare Miss. C ode A nn. § 79-4-14.07, and Fla. Stat. Ann. § 607.1407. To
state the obvious, apply ing a statute essentially identical to Mississippi’s own is not of f ensive

to this State’s public policy

. Indeed, Mississippi law holds that, where another s t ate’s law

creates a right of a ction a nd places lim i ts o n that action, it i s not c ontrolled by M ississippi’s

statute of lim itations. Louisville & Nashville R.R. Co. v. Dixon , 150 So. 811, 812-13 (Miss. 1993). ¶20. M o r e o v er, not only is the Florida corporate-survival s tatute not in c o n f l i c t w i t h Mississ i p p i ’s corporate-survival statute in this case, W illiam s does not assert that Mississippi’s s tatute of l i mi t ations conf licts w ith any actual Florida statute of lim itations. Consequently , there is no conf l ict requiring application of the c e nter-of -gravity test. See Mitchell , 211 So. 2 d a t 5 15 (holding Mississippi a pplies the center-of

- gravity (m ost substantial relationship) test t o c o n f licts between s ubstantive laws). To the extent that a conf lict ostensibly does exist, the authorities point to application of Florida law. See, e.g., Louisville & Nashville R.R. Co. v. Dixon , 150 So. 811, 8 12

- 1 3 (Miss. 1933); N ewm an , 558 So. 2d at 823-24; Restatement ( Second) Conflict of Laws § 299.

1 1¶21. A recen t O h i o S u p r e me Court decision is instructive. There, Ohio p laintif f s, like
W i lliam s here, argued the center-of -gravity te s t in Restatement ( Second) C

onflict of Laws Section 146 required the application o f Ohio l aw t o d eterm ine whether their c l a i ms w e re barred against an Illinois c orporation f or injuries allegedly o ccurri n g i n O hio. Sager , 967 N.E.2d a t 1206. The plaintif f s , like W illiam s, claim ed that u nder conf licts-of -law analy sis, Ohio’s statute of lim itations and discovery rule perm i tted suit against the I llinois corporation despite the running of

Illinois’s f

ive-y e ar corporate-survival statue. Id. ¶22. Rejecting the p l a i n t i f f ’ s a r g u me n t , t h e O h i o c o u r t , citing Chicago T itle 2 and Oklahom a Natural Gas , 3 h eld that the d eterm i nation of whether a corporation is am enable

to suit is controlled by the state of incorporation, r egardless of the s t atute of lim itations and discovery rule of the f

orum state. Sager , 967 N.E.2d at 1207-10 (“the law of the state of incorporation [ applies] in d eciding whether a dissolved c orporation has capacity t o be sued in a f orum state.”). The c ourt noted that, because a corporation’s e xistence is determ ined by the state of incorporation, its existence is a separate legal consideration f r om the statute of lim itations. Id. a t1208-09. T h e court then n oted num erous other j urisdictions r eaching the

2 Chicago Title , 302 U .S. at 128 (“There is nothing in the Federal C onstitution which operates to restrain a state f rom term inating absolutely and u nconditionally the existence of a state-created corporation . . . .”);

3 O k la h o m a N

a t. G a s C o . , 2 7 3 U .S

. a t 2 5 9

- 6 0 ( “[ C ] o rp o ratio n s ex i st f o r sp ecif ic p u rp o ses, an d o n ly b y leg islativ e act, so th at if th e lif e o f th e co rp o ratio n is to co n t in u e ev en o n ly f o r litig atin g p u rp o ses it is n ecessary th at th ere sh o u ld b e s o m e s tatu to ry au th o rity f o r th e p ro lo n g atio n . T h e m atter is really n o t p ro ced u r al o r co n tro lled b y th e ru l es o f th e co u rt in w h ich th e litig atio n p en d s. It co n cern s th e f u n d am en tal law o f th e co rp o ratio n en acted b y th e state w h ich b r o u g h t

th e co rp o ratio n in to b e in g . ” )

.

1 2sam e c onclusion. Id. (citing H alliwell Assocs., Inc. v. C.E. Maguire S ervs., Inc. , 586 A.2d 530, 531-532 (R.I. 1991) (“si n ce Halliwell Associates is a M assachusetts corporation, Massachusetts law governs the c apacity of a Massachusetts corporation or its shareholders

to sue or b e sued”); V

elasquez v

. F r a n z , 1 2 3 N.J. 498, 510, 589 A.2d 143 (1991) (“The choice-of -law question r e garding a corporation’s capacity to be s ued has been a nswered by ref erence to the laws of the state of incorporation s ince long bef o re the rule’s incorporation into the f ederal rules o f c ivil procedure”); Gassert v . Com m ercial Mechanism s, Inc. , 277
N

. W

. 2 d 3 9 2 , 393 (Minn. 1 9 79) (“W e have held that the law of the s t ate of incorporatio n applies to a dissolved corporation. Since it is undisputed that CMI is a Missouri corporation, the Missouri survival statute applies.”) (citation om itted); Casselm an v. Denver Tram way Corp. , 195 C olo. 241, 244, 577 P.2d 2 9 3 (1978) (“W e hold that the question of whether a f oreign corporation c an be sue d a f t e r d issolution depends upon the law of the state of incorporation”); Bazan v. Kux Mach. Co. , 52 W is. 2d 325, 333, 190 N.W

. 2d 521 ( 1971) (“It is the rule that w hen a corporation becom es def u nct by dissolution i n the state o f its creation, it i s d ef unct in every other s tate unless such other state has a lso granted it a charter”)); Owens

v. A llied Underwriters , 207 La. 437, 450, 21 S o. 2d 490 (1945) (“Sinc e t h e l i f e of the corporation has b e en term inated under the l aws of Texas, it n o longer has the capacity to be sued in Louisiana”); Chaplin v. Selznick , 293 N.Y. 529, 5 40, 58 N.E.2d 719 (1944) (the Calif o rnia survival statute “is entitled to recognition and e nf orcem e nt by the courts of this State”); Meehl ex rel. Ea g l e I n d em . Co. v. Barr Transfer Co. , 305 Mich. 276, 283, 9
N.W .2d 540 (1943) (“There is n o question but tha t t h e d i s solution of a corporation is

1 3governed by the l aws of the state granting its charter”); Floerchinger v. Sioux Falls Gas Co. ,

68 S.D. 543, 547, 5 N.W .2d 55 (1942) (apply ing New Jersey corporation law); Wettengel v. Robinson , 2 8 8 P a. 362, 370, 136 A. 673 (1927) (“The R iverside Com pany being a W est Virginia corporation, the law of that state g overns the status and powers of the corporation and its directors af

t er the surrender of

its charter”) ¶23. A recent M ichigan case m ade a simi l a r f i n d i n g . A f

t e r n o t i n g t h a t Michigan’s corporate-saving s tatute was not a statute of lim itations, the Michigan Court of Appeals held that the savings statute applied to latent injuries discovered af ter the savings period expired. Gilliam , 677 N.W .2d a t 866-69. The court noted that the intent of corporate-saving statutes is to bar unknown claim s “‘that arise af ter the dissolution of the corporation

. . . , thus cutting of f the possibility that the corporation’s p otential liability c ould n ever b e c o mp letely resolved.” Id. at 669 (quoting Freem an v. Hi Tem p P rods., Inc. , 2 29 Mich. App. 92, 96, 580
N.W .2d 9 1 8, 922 (1998)). Consequently , the Michigan court f ound asbestos-related claim s discovered af

t er the corporate-survival statute had e xpired were barred, despite the injuries being latent and undiscoverable bef ore the dissolution becam e f inal. Id. ¶24. W e f

ind these cases persuasive. And, im portantly , the above analy sis com ports with

t h e r e q u i r em ents of the Full F aith and Credit Clause. Article IV, Section 1, of the Unite d States Constitution requires Mississippi courts to accord “f ull f aith and credit” to “the public Acts, R ecords, a n d j u d i c i al Proceedings of every other State.” U.S. Const. art. IV, § 1. Accordingly , Florida’s organization and dissolution laws are entitled to e nf o r c e m ent in Mississippi. CTS Corp. v. Dynam ics Corp. o f Am e r ica , 481 U. S

. 69, 89, 107 S. Ct. 1637,

1 495 L.Ed.2d 67 (1987) (“No principle of corporation law and practice is m o r e f i r mly established than a State’s authority t o regulate d om estic corpo r a t i o ns.”); Lilliquist v. Copes-V ulcan, Inc. , 2011 PA Super. 102, 21 A .3d 1233, 1235 (2011) (apply i ng Alabam a survival statute t o c laim s f iled in Pennsy lvania, f

i nding the claim s w ere f

iled af ter dissolution and thus barred). 4 Consequently , we af f irm the trial court on this issue.
III. Whether C lark Sand’s al l e g e d f a i l u r e t o f

o l l o w Florida law in regard to Section 607.1406 in prior suits affects the current case. ¶25. Florida Statute 607.1406 p r ovides “The d i s s o l v e d c o r p o r a t i o n o r successor entity shall deliver to each of its k

nown claim ants w ritten notice of the dissolution at any

tim e af ter its ef f ective date.” Fla. Stat. Ann. § 607.1406(2). W illiam s’s a t torney s claim they had f orty to f if ty known claim s pending against Clark Sand when the corporation f iled f o r dissol u t ion, and that Clark Sand never sent the law f irm s notice of dissolution. As a result, the l aw f i rm s allege they did not expedite f iling the c urrent suits. They c l aim sixteen o f the seventeen suits potentially could h ave been f iled bef ore the cutof

f d ate, had they k

nown of the dissolution. ¶26. W i lliam s relies on Mejia v. Ruiz , 98 5 S o . 2 d 1 1 0 9 ( F l a . 3d Dist. C t. A pp. 2008). There, the Florida Court of Appeals f or the Third District f

ound that, where the shareholders and directors of a corporation def r auded a judgm e nt creditor and f ailed to provide notice of their corporation’s d issolution as part of that f raud, they were not entitled to the benef its of dissolution. Id. at 1114. In other words, the shareholder’s wrongdoing p revented them f rom

4 Conversely , if a jud g me n t was granted a gainst Clark Sand in Mississippi, that judgm ent would not b e entitled t o f ull f aith and credit in F lorida, i.e., a Florida court would have no obligation to enf

orce that judgm ent in Florida. Pendleton v. Russell , 144 U.S. 640, 645, 12 S. Ct. 743, 745, 36 L. Ed. 574 (1892). 1 5invoking the dissolution’s shield against lawsuits. S ee id. (“Shareholders a nd directors that f ollow the procedures s et f orth in section 607.1406 are given lim ited im m u nity

. Conversely , those that ignore its dictates are not.”). ¶27. To be c lear, the notice requirem ents of Section 607.1406 do not apply to any of the

current plaintif

f s. It also is n ot disputed that the notice of dissolut i o n r e l e v ant to unknown claim ants was posted on the Florida Secretary of State’s website upon Clark Sand’s f iling.
W i lliam s’s argum ent is that Clark Sand m ay h ave withhel d a c t u a l n otice intentionally to these l aw f

irm s in an ef

f ort to def raud or som ehow hinder subsequent plaintif f s represented by these l aw f

irm s. W illiam s does not e xplain, however, why the law f irm s were entitled to notice, as opposed to their clients, b ut Clark Sand never objected to this assertion. Theref ore, we give W illiam s the benef it of the doubt that the lawy ers were entitled to notice. ¶28. The trial court f

ound no evidence that Clark Sand was try ing to p erpetrate a f raud o r
to hinder these plaintif

f s. Indeed, no evidence has been p resented showing that Clark Sand f ailed t o prov i d e notice to any known c laim a nts f o r an im proper purpose. However,
W i lliam s’s attorney s stated t o the trial c ourt that they never r eceived notice of dissolution and requested leave t o depose Clark S and’s f orm er owner in an e f

f ort to d eterm ine why they were

never provided n otice. Clark Sand did not deny they f ailed to provide notice to the a ttorney s. Nevertheless, the trial court f ound that the notice requirem ents o f Section 607.1406 did not apply to the unknown plaintif f s , and that, because there was no evidence of f raud or intent to hinder subsequent unknown plaintif f s, Clark Sand was entitled to judgm ent.

1 6¶29. In response to a m otion f or sum m a ry judgm e nt, “parties m ay not sim ply rely on their pleadings, nor m ay they escap e s u m m ary judgm ent by outlining what they m ight discover later.” Franklin Collection Serv., Inc. v. Kyle , 955 So. 2 d 284, 291 (Miss. 2007). Im portantly here, there is no evidence that Clark Sand w ithheld notice in an ef f ort to def r aud or hinder
W i lliam s. W illiam s’s attorney s e ssentially argued there m ay have been an im proper purpose f o r w i t h holding notice regarding known s uits and then s ought leave, ore tenus , to conduct f urther discovery

. I n ef

f e ct, they m erely “outlin [ e d ] w hat they m ight discover later.” See Kyle , 955 So. 2d at 291. ¶30. Accordingly , w e f ind that the trial court correctly sustained Clark Sand’s m otion f o r

sum m ary judgm ent regarding this issue. U n der Mejia , a Florida corporation m ay n o t be entitled to shield itself f

rom liability where the corporation’s dissolution is em ploy ed in an ef f ort to def raud or hinder claim ants. But here, W illiam s’s attorney s f ailed to support their allegations that C lark Sand w ithheld notice of the corporation’s dissolution in other suits in order t o perpetrate a f

r aud o r hinder W illiam s. M oreover, Clark Sand com p l i e d with the notice requirem e nts to unknown claim ants, which applies here. As a result, the judgm ent of trial court is af

f i rm ed. CONCLUSION ¶31. The Florida corporate-dissolution and survival statute applies in this case. W illiam s f ailed t o f ile h is suit p r ior to Clark Sand’s dissolution. T h eref ore, his claim is barred. Additionally , W illiam s f

ailed to support his allegations of potential f raud or hindrance. The

1 7Circuit Court of Jackson County theref

ore properly granted sum m ary judgm ent i n f avor of Clark Sand, and that judgm e nt is af f irm ed. ¶32. AFFIRMED. DICKINSON AND RANDOLPH, P.JJ., LAMAR, C HANDLER, P IERCE AND COLEMAN, JJ., CONCUR. KITCHENS, J., DISSENTS WITH SEPARATE WRITTEN OPINION JOINED BY KING, J. KITCHENS, JUSTICE, DISSENTING: ¶33. Because I would reverse the trial court’s grant o f sum m ary judgm ent t o Clark Sand Com pany , Inc. (Clark Sand), I respectf ully dissent. ¶34. Florida s tatutory law provides that unknown claim s a gainst a dissolved corporation

are “barred unless the claim ant com m enc es a proceeding to enf o rce the claim against the dissolved corporation within 4 y ears af t er the date of

f i ling the notice with the D epartm ent of State or the d ate of the second consecutive w eekly publication

. . . . ” Fla. Stat. Ann. § 607.1407. Mississippi statut ory law provides that unknown c laim s against dissolved corporations are “barred unless the claim ant com m ences a proceeding to e nf orce the claim against the dissolved corporation within the lesser of three ( 3) y ears af ter the p ublication date of the newspaper notice, or any o ther applicable lim itations period established b y a pplicable law . . . .” Miss. Code Ann. § 79-4-14.07(c) (Rev. 2013). ¶35. The m ajority is correct in f inding that the Florida c orporate-survival statute is not in conf lict w ith Mississippi’s corporate-survival statute. See Zurich Am erican I ns. Co. v. Goodwin , 920 So. 2d 427, 432 (Miss. 2006) (“Choice of law analy sis arises o nly w hen there is a true conf

lict between the laws of two states, each h aving an interest i n the litigation.”)

1 8W i lliam s asserts that the substantive Florida corporate-survival statute conf licts i n this case with the procedural Mississippi statute of lim itations fo u n d i n M i s s i s s i p p i C ode Section 15-1- 49 (2), which provides that “[ i]n actions f or which no other period of lim itation is prescribed and which involve latent injury o r disease, the cause of action d oes n ot accrue until the plaintif f h a s discovered, or by r easonable d ili g e n c e s h o u l d h a v e d i s c overed, the injury .” Miss. Code Ann. § 15-1-49(2) (Rev. 2012). But in the context of products liability cases, Florida,

as does M ississippi, recognizes a latent-injury excepti o n: “‘[ M]anif estation’ of a latent injury i n a products liability claim occurs when the plaintif f is o n notice of a causal connection between exposure t o the a llegedly def ective product and the resultant injury .” R .J. Reynolds Tobacco Co. v. Webb , 9 3 So. 3d 331, 335 (Fla. 1st Dist. Ct. App. 2 012) ( quoting Barnes v. Clark Sand Co., Inc. , 721 So. 2d 329, 332 (Fla. 1st Dist. Ct. App. 1998)). ¶36. The m ajority states that, “where another state’s law creates a right of action and places lim its on that action, it is not controlled by Mississippi’s statute of lim itations.” Maj. Op. ¶ 19 (citing Louisvill

e & N a s h v ille R.R. Co. v. Dixon , 158 M iss. 14, 1 50 So. 811 (1933)). Dixon involved an adm inistratrix of an estate who sought workers’ com pensation benef

its under the applicable Louisiana workers’ com p ensation statute. Dixon , 150 S o. at 811. This Court f ound that the cause of action had becom e extinct because Louisiana’s substantive law, pursuant to w hich relief was sought, was not extended by Mississippi’s procedural statute of lim itations. Id. at 813. T he present case is distinguishable f rom Dixon because, unlike in that

case, relief was not s ough t pursuant to the Florida corporate-survival s tatute. Here, the

1 9def

endants m oved f

or sum m ary judgm ent on th e b a s is of the Florida corporate-survival statute, and the Circuit Court of Jackson County

agreed and applied it. ¶37. The m ajority f

urther f inds that Florida l aw should apply to this case: “[ t]o the extent that a conf

lict o stensibly does exist, the authorities point to application of Florida law.” Maj. Op. ¶ 2 0

. Wi t h r espect, I d isagree. The m ajority bases i ts determ ination solely on the
Restatemen t ( Second

) Conflict of Laws : “[ t]he Restatement ( Second ) Conflict of Laws provides in Section 299 that a corporation’s existence is determ ined by the laws of the state of incorporation.” Maj. Op. ¶ 18 ( citing Restatement ( S econd ) Conflict of Laws § 2 99 (Am

. Law. Inst. 1971)). W h e n f a c e d with a conf

lict-of -laws analy sis, this Court has applied the “choice of law principles now g enerally a d vanced in Restatem ent (Second) of Conf lict of
Laws (1971).” Newm an v. Newm an , 558 S o. 2d 8 21, 823 (Miss. 1 990) ( citations om itted).
It is true that S ection 299 provides that “[ t]he local law o f the state o f i n c o rporation determ ines the m ethod of term inating or suspending corporate existence;” however, Section 299 also provides that: Prim a rily f

or the purpose of saving local creditors f rom the i nconvenience of having to present their claim s in the state of incorporation, statutes som etim es provide that f

oreign corporations which own things or do business i n the state can sue, a nd rem ain subject t o s u i t , in the corporate n am e f or a period af

ter their existence has term inated or suspended. E ven if there is no sim ilar statute in the state of i ncorporation, such a statute will perm it suit to be b rought i n the state of e nactm ent to wind up the corporation’s business i n that state o r to proceed against corporate property there

. Restatement ( Second

) of Conflict of Laws § 299(2) cm t. (Am

. Law. Inst. 1971) (em phasis added). Clark San d w a s incorporated and dissolved pursuant to the laws of Florida. But Section 299 contem

plates suits i nitiated f

or the purpose of winding up c orporate business,

2 0f

or the purpose of proceeding “against corporate property there,” a nd f o r t h e p urpose of “saving local creditors f

rom the inconvenience of having to present their claim s in the state of incorporation.” Those rationales f or the applica t i o n of local law of the state of incorporation are not relevant to the present lawsuit. ¶38. Assum ing, as does the m ajority , that a c o nf lict of laws exi s t s , S e c t i on 299 does not

contem plate tort c laim s a gainst the corporation af ter the dissolution and the expiration of the statutory corporate-survival p e riod. Section 145 of the Restatement governs tort claim s and provides the f

ollowing: (1) The rights and liabilities of t h e parties with respect t o a n issue in tort are determ ined by the local law of the s tate which, with respect to that issue, h as the m ost signif

icant relationship to the occurrence and t h e p a r ties under the principles stated in § 6. ( 2 ) C o n tacts to b e taken into account in a pply ing the principles of § 6 t o determ ine the law applicable to an issue include: (a) the place where the injury occurred, (b) the place where the conduct causing the injury occurred, (c) the d o m icil, residence, nationality , p l a c e o f incorporation and place of business of

the parties, and (d) the place where the rel a t i o n s h ip, if any , between the parties is centered.

. . . . Id. at § 145. Section 6 provides that: (1) A court, subject to constitutio n a l r e s trictions, will f ollow a statutory directive of

its own state on choice of law. (2) W hen there is no such d i r ective, the f actors relevant to the choice of the applicable rule of

law include

2 1(a) the needs of the interstate and international sy stem s , (b) the relevant policies of the f orum , (c) the relevant policies of other interested states and the relative interests of those states in the determ ination of the particular issue, (d) the protection of

justif i ed expectations, (e) the basic policies underly ing the particular f ield of l aw, (f ) certainty , predictability

and unif orm ity of result, and (g) ease in the determ ination and application of the law to be applied. Id. at § 6. According to longstanding precedent of this Court, “[ i]n determ ining which State’s law t o a pply , Mississippi relies on the ‘center of g ravity ’ doctrine of the Restatem ent,” and theref ore applies the law of the place w hich has the m ost signif icant relationship t o the event and parties or which, because of the relationship or contact with the events and parties, has the g r eate s t concern with the specif ic issues with respect to the liabilities and rights of the parties to the litigation. Goodwin , 920 So. 2 d a t 433 (quoting Mitchell v. Craft , 211 So. 2 d 509, 510 (Miss. 1968)). ¶39. Here, the alleged injury , exposure to harm f ul silica d ust, occurred in Jackson County , Mississippi. Clark S and actively did business in Mississippi, the cond u c t w h ich allegedly caused W illiam s’s exposure to Clark Sand’s product. W i lliam s is a r e s i d e n t o f Alabam a. Clark Sand w as i ncorporated and dissolved in Florida, though i t actively conducted business in Mississippi. W ith regard to the place where the relationship was c e ntered, the product of Clark Sand which allegedly c aused i n j u r y t o Wi lliam s was used by him in M ississippi. Theref ore, appl y i n g S e c t i o n 145 of the Restatement a nd the precedent of this C o urt to the

2 2f

acts o f the present case, Mississippi has the m ost signif icant relationship to the occurrence and p arties, and was theref ore the “center of

gravity ” of

events giving rise to the litigation. The State of M ississippi has a strong interest in p rotecting those who are em p loy ed within its borders. ¶40. Under Mississippi law, the question of whether the corporate-survival s t atute is tolled in the context of

latent injuries rem ains unanswered. The corporate-survival statute, which extends the right t o f

ile suit to a f

ixed a nd def

inite point a f

ter c orporate dissolution, is akin

to a statute of repose. St atutes of repose, according to this Court, “‘cut[ ] of f the right of action af ter a specif

ied period of tim e . . . .’” Windham v. L atco of Mississippi, Inc. , 972 So. 2d 608, 6 11 (Miss. 2 0 08) (quoting Evans v . B oyle Fishing S

erv., I n c. , 680 So. 2d 821, 827 n.4 (Miss. 1996)). In Windham , this Court considered “[ w ]hether a n act of f raudulen t concealm e nt, if proven, w ill bar application of the statute of r epose f o u n d i n M ississippi Code Annotated S ection 15-1-41 (Rev. 2003).” 5 Windham , 972 S o . 2 d at 610. W e opined

5 N o actio n ma y b e b ro u g h t to reco v er d am ag es f o r in j u ry to p ro p erty , r e al o r p erso n al, o r f o r an in j u r y t o th e p erso n , arisin g o u t o f an y d ef

icien cy i n th e d esig n , p l a n n i n g , su p erv isio n o r o b serv atio n o f co n stru ctio n , o r co n stru c tio n o f an im p ro v em en t to real p ro p erty , an d n o actio n m ay b e b ro u g h t f o r co n trib u tio n o r in d em n i ty f

o r d am ag es su stain ed o n acco u n t o f su ch in j u r y ex cep t b y p rio r w ritten ag reem en t p r o v id in g f o r su ch co n trib u t io n o r in d em n ity , ag ain s t an y p erso n , f irm o r co rp o ratio n p erf

o rm in g o r f

u rn ish in g th e d e s i g n , p lan n in g , su p erv isio n o f c o n stru c tio n o r c o n stru ctio n o f su ch im p ro v em en t to real p ro p erty m o re th a n six ( 6 ) yea rs a fter th e w ritten accep tan ce o r actu al o c cu p an cy o r u se, w h ich ev er o ccu rs f irst, o f su ch im p ro v em en t b y

th e o w n er th ereo f

. M iss. C o d e A n n . § 1 5 -1 -4 1 (R ev . 2 0 1 2 ) (em p h asis ad d ed ). 2 3that, “[ a ] s f raud can never be s anctioned, we conclude that the Legislature intended that the f raudulent-concealm e nt exception of Mississippi Code Annotated Section 15-1-67 6 applies

to the statute of repose in Mississippi Code Annota t e d S e ction 15-1-41.” Id. at 614. Windham is analogous t o t h e p resent case. The latent-injury discovery rule of Mississippi Code Section 15-1-49(2) should be applied to the statute of repose extending corporate lif e bey ond dissolution. The ef f ect of corporate dissolution is not s o broad as to render unavailable a rem edy to individuals suf f ering f rom an injury which was latent until af ter the

e x t i n g u i shm ent of the repose period. That result i s too harsh to j ustif y . Under Mississippi law, W illiam s’s claim

ought to have survived sum m ary judgm e nt. ¶41. But even assum ing arguendo that Florida law applies i n t h i s c a s e , i t s e e ms t h at W i lliam s’s claim survives sum m ary judgm ent. The Florida Suprem e Court considered a case involving latent “lung d i sease ( silicosis) f rom exposure to s ilica du s t e m a nating f rom the sand u sed in sandblasting operations.” Pulm osan Safety Equip. Corp. v. Barnes , 752 So. 2d 556, 557 (Fla. 2000). The Florida Suprem e C o u r t ruled that “ in a products liability action where the now-def

unct statute of repose is still applicable, the latent i njury exception rem ains viable so that the statute of repose will n ot extinguish the plaintif f ’s cause of action if his or h e r injuries are latent and undiscoverable within the r epose period.” Id. at 559. So, eve n

6 If a p erso n liab le to an y p erso n al actio n sh all f ra u d u l e n t ly c o n c e al th e c au se o f actio n f ro m th e k n o w led g e o f th e p e rso n en titled th ereto , th e cau se o f actio n sh all b e d eem ed to h av e f irst accru ed a t, an d n o t b ef

o re, th e t im e at w h i c h su ch f rau d sh all b e, o r w ith reaso n ab le d ilig en c e m i g h t h av e b een , f irst k n o w n o r d isco v ered

. M iss. C o d e A n n . § 1 5 -1 -6 7 (R ev . 2 0 1 2 ) 2 4apply ing Florida law, which f orm ed the basis f

or the trial court’s grant of s um m a ry j udgm ent to Clark Sand in this case, the trial court erred. ¶42. Absent a determ ination by this Court that our discovery r ule was i napplicable in the

context of the corporate-survival statute, application of Mississippi law would not o f f end the relevant p o licies and r elative interests of Florida in protecting plaintif f s suf f ering f rom latent injuries f rom strict application of

repose periods. ¶43. For the reasons stated, I would r e verse the j udgm ent of the Circuit Court o f Jackson County granting sum m ary judgm e nt to Clark Sand and would rem a n d the case f or trial. KING, J., JOINS THIS OPINION.

2 5