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LEON S. HARRIS, Plaintiff, and MICHAEL GANGI PLUMBING HEATING CONTRACTORS, INC., Appellant, v. STONY CLOVE LAKE ACRES, INC., Respondent, et al., Defendants.

Cardona, P.J.

The issue presented is whether a corporation, dissolved by the Secretary of State, may defend a foreclosure action relating to its corporate assets. We answer in the affirmative. A dissolved corporation retains the power to "continue to function for the purpose of winding up [its] affairs" (Business Corporation Law § 1006 [a]). This includes the power to fulfill or discharge its contracts, collect and sell assets, pay debts and "do all other acts appropriate to liquidate its business" (Business Corporation Law § 1005 [a] [2]). Most importantly, a corporation continues to exist as a legal entity after dissolution for purposes of appearing in legal actions and proceedings ( see, Independent Investor Protective League v Time, Inc., 50 N.Y.2d 259, 262-263). Hence, it may "sue or be sued in all courts and participate in actions and proceedings * * * in its corporate name" (Business Corporation Law § 1006 [a] [4]; see, Briere v Barbera, 163 A.D.2d 659, 660).

Therefore, defendant Stony Clove Lake Acres, Inc. (hereinafter defendant) may defend the foreclosure action against it in an effort to wind up its business affairs. We also concur with Supreme Court's action in vacating the default judgment against defendant on the ground that defendant's default was excusable under the circumstances presented here ( see, Pickney v Wood, 165 A.D.2d 949, 951; Bradley v Rogers, 125 A.D.2d 782, 783) and that it possessed a meritorious defense ( see, McKay v Longman, 199 A.D.2d 941). Finally, we reject the contention that defendant is guilty of laches, there having been no showing that plaintiffs have been prejudiced by the delay in question ( see, First Fed. Sav. Loan Assn. v Capalongo, 152 A.D.2d 833, 834, lv dismissed 74 N.Y.2d 945).

Mikoll, Casey, Yesawich Jr. and Peters, JJ., concur. Ordered that the order is affirmed, with costs.

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HARRIS v. STONY CLOVE LAKE ACRES, INC
(Nov 22, 1995)