KLINEDINST PC
777 S. FIGUEROA ST., SUITE 2800

Los ANGELES, CALIFORNIA 90017

Case 2)12-cv-08333-ODW-JC Document 234 Filed 08/02/13 Pagelof3 Page ID #:4272

et

Heather L. Rosing, Bar No. 183986
David M. Majchrzak, Bar No. 220860

2 || Philip W. Vineyard, Bar No. 233628
KLINEDINST PC
3 || 777 S. Figueroa St., Suite 2800
Los Ange es, California 90017
4 || (213) 406-1100/FAX (213) 406-1101
hrosing@klinedinstlaw.com
5 || dmajchrzak@klinedinstlaw.com
: pvineyard@klinedinstlaw.com
|| Attorneys Specially Appearing for
7 || Respondent
: PRENDA LAW, INC.
9 UNITED STATE DISTRICT COURT
10 FOR THE CENTRAL DISTRICT OF CALIFORNIA
11
12 || INGENUITY 13, LLC,, Case No. 2:12-CV-08333-ODW (JCx)
13 Plaintiff, PRENDA LAW, INC.'S NOTICE OF
DISSOLUTION
14 V.
Dept: 11
1S || JOHN DOE,, Judge: Hon. Otis D. Wright
Complaint Filed: September 27, 2012
16 Defendant. Trial Date: None set
17
18 TO THE COURT, THE PARTIES, ALL RESPONDENTS AND THEIR
19 |} ATTORNEYS OF RECORD.
20 Please take notice that on July 26, 2013, the Illinois Secretary of State

21 || approved Respondent Prenda Law, Inc.’s request for voluntary dissolution.

22 || Notwithstanding Prenda Law, Inc.’s dissolution, applicable federal and [llinois
23 || legal authorities permit Prenda Law, Inc. to maintain its current appeals of the
24 || various orders arising from the district court’s order to show cause (“OSC”)

25 || proceedings in the above-captioned matter. To wit, Federal Rule of Civil

26 || Procedure, Rule 17, states in relevant part:

27 Rule 17. Plaintiff and Defendant; Capacity; Public Officers
28 (b) Capacity to Sue or Be Sued. Capacity to sue or be sued is

PRENDA LAW, INC.'S NOTICE OF DISSOLUTION

KLINEDINST PC
777 S, FIGUEROA ST., SUITE 2800
Los ANGELES, CALIFORNIA 90017

Case 2{112-cv-08333-ODW-JC Document 234 Filed 08/02/13 Page 2of3 Page ID #:4273

l determined as follows:
2 (2) for a corporation, by the law under which it was
: organized;
q Sections 12.30 and 12.80, respectively, of Illinois’ Business Corporation Act
5 || (805 ILCS 5/1.01, et seq.) state in relevant part the following:
6 § 805 ILCS 5/12.30
7 Sec. 12.30. Effect of dissolution.
8 (a) Dissolution of a corporation terminates its corporate
existence and a dissolved corporation shall not thereafter carry
9 on any business except that necessary to wind up and liquidate

its business and affairs, including:

10
_ (5) Doing such other acts as are necessary to wind up and
11 liquidate its business and affairs.
12 (c) Dissolution of a corporation does not:
13 (4) Prevent suit by or against the corporation in its
corporate name;
14
(5) Abate or suspend a criminal, civil or any other
15 proceeding pending by or against the corporation on the
effective date of dissolution.
16
§ 805 ILCS 5/12.80
17
Sec. 12.80. Survival of remedy after dissolution.
18

The dissolution of a corporation either 1) by filing articles of

19 dissolution in accordance with Section 12.20 of this Act [805
ILCS 5/12.20], (2 by the issuance of a certificate of dissolution

20 in accordance with Section 12.40 of this Act [805 ILCS
5/12.40], (3) ay judgment of dissolution by a circuit court of

21 this State, or (4) by expiration of its period of duration, shall not
take away nor impair any civil remedy available to or against

22 such corporation, its directors, or shareholders, for any right or
claim existing, or any liability incurred, prior to such

23 dissolution if'action or other proceeding thereon is commenced
within five years after the date of such dissolution. Any such

24 action or proceeding by or against the corporation may be

prosecuted or defended by the corporation in its corporate
25 name.

260 Finally, the U.S. Supreme Court has recognized congressional and judicial
27 || respect for the principles of federalism by deferring to the states in determining
28 || whether a corporation organized pursuant to a state’s laws may continue its federal

2
PRENDA LAW, INC.'S NOTICE OF DISSOLUTION

KLINEDINST PC
777 S. FIGUEROA ST., SuITE 2800

LoS ANGELES, CALIFORNIA 90017

Case 2{/12-cv-08333-ODW-JC Document 234 Filed 08/02/13 Page3of3 Page ID #:4274

1 || litigation pursuits beyond the corporation’s dissolution.

2 But a time-honored feature of the corporate device is that a
corporate entity may be utterly dead for most purposes, yet
° have enough life remaining to litigate its actions. All that ts

necessary is a statute so providing.

Defense Supplies Corp. v. Lawrence Warehouse Co., 336 U.S. 631, 634-35
(1949)(citing Oklahoma Natural Gas Co. v. Oklahoma, 273 U.S. 257 (1927); Pease

S

6

7 || v. Rathbun-Jones Engineering Co., 243 U.S. 273, 277 (1917)).

8 In summary, Prenda Law, Inc. provides this notice in order to conform to its
9 || disclosure responsibilities before this court, but in no way should this notice be

0 || construed to act as a waiver or dismissal of Prenda Law, Inc.’s appeals in this

1] matter.

13 Klinedinst PC

15 || DATED: August 2. 2013 By: Li
Heather L. Rosing

16 David M. Majchrzak
Philip W. Vineyard .

17 Attorneys Speciall eee for
Respondent PRENDA LAW. INC.

15616108v1

3
PRENDA LAW, INC.'S NOTICE OF DISSOLUTION