2006

Commonwealth Transp. Comm’r v. Windsor Indus.

Supreme Court of Virginia

272 Va. 64, 630 S.E.2d 514

In 1973, a predecessor corporation deeded two lots to the Commonwealth of Virginia for $21,000, to be used in a highway project. Corporation merged with Windsor in 1977, and Windsor was dissolved in 1988 for failure to pay annual registration fee. Lots were never used for a project, and in 2002, Timmons, who had been president of both corporations, requested lots back for the $21,000 previously paid. VDOT responded that the right for restoration did not accrue until 1993, and by then, Windsor had been dissolved and its rights to restoration had expired. VDOT intended to offer the lots for sale to the public at fair market value and advertised for sealed bids. Timmons, as sole director in dissolution, filed a declaratory judgment suit within thirty days of the notice, to stop any sale and get the property conveyed back to Windsor as successor in interest to the first corporation. The lower court held that by Va. Code §33.1-90 (since replaced by §33.2-1005), Windsor had timely filed its action, and it was entitled to a reconveyance of the property upon payment of the $21,000. Supreme Court affirmed. The former § 33.1-90 gave the successor corporation Windsor the possibility of reverter in the land, and Timmons was a trustee in dissolution of Windsor, and thus had standing to bring the suit. When the offer of sale to the public was made, the possibility of reverter vested into an enforceable right. The possibility of reverter was an alienable right, and was transferred to Windsor by the merger. Windsor was entitled to buy the property back for the 1973 consideration, without interest.

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