Thompson v. Whalen

Plaintiffs filed suit against defendants over ownership of shares in a non-public manufacturing company, specifically asserting a claim of “shareholder remedies” under section 12.56 of the Business Corporation Act, conversion of corporate stock, and civil conspiracy. Defendants’ filed a motion to dismiss arguing that plaintiffs’ claims were not timely filed. The circuit court denied the motions, but on its own motion certified three questions to the appellate court seeking clarification on the statute of limitations and trigger date for claims of denial of shareholder status or oppression of shareholder interests and the accrual date for a claim of conversion of corporate stock. The appellate court answered the first two questions: finding that a five-year statute of limitations applies to claims under section 12.56 and that the discovery rules applies to claims of denial of shareholder status and shareholder oppression. (CAVANAGH and STEIGMANN, concurring)