Azure Ltd. v. I-Flow Corp.

MORENO, J., Dissenting.

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).)

The majority holds that this immunity is quite limited and applies only if the holder has complied with all of the provisions of the UPL. I disagree. By its terms, the immunity applies once the holder delivers a copy of the duplicate certificate. The apparent purpose of the immunity is to protect the holder from claims that in doing so, the holder has not complied with the UPL. In most instances, someone who has complied with all aspects of the UPL is in no need of immunity. The majority’s holding largely defeats the apparent purpose of the Legislature’s broad grant of immunity.

The majority reaches its conclusion by relying upon a limited definition of the term “holder” as used in the UPL. According to the majority, a person or entity that delivers a duplicate stock certificate to the Controller is not a “holder” within the meaning of the UPL until “the criteria of abandoned property is satisfied.” (Maj. opn., ante, at p. 1331.) The majority concludes: “Thus, section 1532, subdivision (d), immunizes only the holder of stock that is actually subject to escheat under section 1516, subdivision (b).” (Ibid.)

Nowhere in the statutory scheme does the Legislature declare that a person does not become a holder of stock until the criteria of abandoned property is satisfied or that only holders of stock that is actually subject to escheat are entitled to the broad immunity provided in section 1532, subdivision (d). Rather, the term “holder” is defined broadly: “ ‘Holder’ means any person in possession of property subject to this chapter . . . .” (§ 1501, subd. (e).) The *1338term “holder” appears throughout the UPL and often is used to refer to a person in possession of property that has not actually escheated.

For example, section 1513.5, subdivision (a) requires a “holder” that is a “banking or financial organization” that “has in its records an address for the apparent owner” to notify the apparent owner by mail that its property “will escheat.” Thus, the term “holder” includes a person that has not yet satisfied all of the requirements of the UPL and possesses property that may escheat, but is not yet actually subject to escheat. (See also § 1520, subd. (b).)

Section 1516, subdivision (d) similarly requires a business association to “make reasonable efforts to notify the owner” that its interest may escheat to the state by mailing a form to confirm the owner’s current address. “If that form is filled out, signed by the owner, and returned to the holder, it shall be deemed that the business association knows the location of the owner.” (Ibid.) The statute thus uses the term “holder” to refer to someone who possesses property that is not actually subject to escheat.

Limiting the definition of holder to apply only to one in possession of property that is actually subject to escheat is inconsistent with the language of section 1561, subdivision (b), which states: “If any holder, because of mistake of law or fact, pays or delivers any property to the State Controller that has not escheated under this chapter and thereafter claims the property from the State Controller, the State Controller shall, if he has not disposed of the property in accordance with this chapter, refund or redeliver the property to the holder without deduction for any fee or other charge.” Thus, a person who mistakenly delivers to the Controller property that has not escheated is still referred to as a “holder” by the UPL.

The same is true of section 1560, subdivision (d), which provides in part: “Any holder who has delivered personal property, including a certificate of any interest in a business association, to the State Controller pursuant to this chapter may reclaim such personal property if still in the possession of the State Controller without payment of any fee or other charges upon filing proof that the owner thereof has claimed such personal property from such holder.” This provision permits a “holder” that has delivered apparently escheated stock to the Controller to reclaim the stock when the owner of the stock later appears. Limiting the definition of the term “holder” to apply only to one in possession of stock that has actually escheated would mean that the Controller would be permitted to return, without a fee, only stock that actually had escheated, but would not be authorized to return stock that had been wrongly delivered and had not escheated. I can imagine no reason why the Legislature would want to bar a holder that had mistakenly delivered stock to the state, and then discovered its error, to correct its mistake and return the stock to its rightful owner.

*1339Another example is section 1532, subdivision (b), which states that if a holder has included apparently escheated property in the required report, and the owner thereafter “establishes his or her right to receive any property specified in the report to the satisfaction of the holder before that property has been delivered to the Controller, or it appears that, for any other reason, the property may not be subject to escheat under this chapter, the holder shall not pay or deliver the property to the Controller . . . This statute thus also uses the term “holder” to refer to someone who possesses property that is not actually subject to escheat.

The Legislature has not used the term “holder” in the limited sense described by the majority. Rather, it has used the term broadly to refer to one who holds property that may be subject to escheat. I conclude, therefore, that the Legislature intended the immunity provided in section 1532, subdivision (d), to apply broadly to protect those that deliver to the Controller property that may be subject to escheat.

All further statutory references are to the Code of Civil Procedure.