NONPRECEDENTIAL DISPOSITION
To be cited only in accordance with
Fed. R. App. P. 32.1
United States Court of Appeals
For the Seventh Circuit
Chicago, Illinois 60604
Submitted February 21, 2013*
Decided February 25, 2013
Before
FRANK H. EASTERBROOK, Chief Judge
WILLIAM J. BAUER, Circuit Judge
DAVID F. HAMILTON, Circuit Judge
No. 12‐2448
VINCENT WILLIAMS, Appeal from the United States District
Plaintiff–Appellant, Court for the Northern District of Illinois,
Eastern Division.
v.
No. 11 C 6228
BOARD OF EDUCATION OF THE
CITY OF CHICAGO and PAUL H. Harry D. Leinenweber,
SCHWENDENER, INC., Judge.
Defendants–Appellees.
O R D E R
Plaintiff Vincent Williams was sole shareholder of Majestic Properties, an Illinois
corporation that was dissolved involuntarily in 2002. The previous year Majestic, doing
business as Citizens Electric, had been hired as the electrical contractor for a new
elementary school under construction in Chicago. The Board of Education had selected the
*
After examining the briefs and the record, we have concluded that oral argument is
unnecessary. Thus, the appeal is submitted on the briefs and the record. See FED. R. APP. P.
34(a)(2)(C).
No. 12‐2448 Page 2
general contractor (a joint venture), which in turn subcontracted with Majestic. Majestic,
which had been certified under a City of Chicago ordinance as a minority‐owned business
eligible for contracting preferences, was replaced before the work was finished and was not
paid in full. In June 2001, just five months after joining the project, Majestic sued the Board
and the general contractor in state court claiming only breach of contract (though Williams
has since come to believe that the breach was motivated by racial enmity and a desire to
manipulate the City’s set‐aside program for minority‐owned businesses). That lawsuit was
dismissed in November 2001 for failure to prosecute.
Nothing more happened for nearly a decade, but then Williams, individually and
without a lawyer, filed this federal suit in September 2011 against the Board and one
member of the joint venture. (Williams also named as a defendant, in his official capacity, a
former executive for the Chicago school system. Naming that official was equivalent to
naming the Board.) Williams now claims that the defendants conspired to force Majestic off
the construction project in violation of the Constitution and state law. The district court
dismissed the action on the grounds that Williams’s claims are barred by the doctrine of
res judicata, the applicable statute of limitations, or both. Williams appeals, again without
counsel.
In his brief, Williams argues a number of issues, but most are not relevant to the
district court’s explanation for dismissing his lawsuit. The Board had focused its motion to
dismiss on res judicata and timeliness, and Williams says nothing that undermines the
court’s handling of those affirmative defenses. We think it prudent, however, to resolve the
appeal on an issue that is more fundamental than those, which is whether Williams, who
owned Majestic’s stock but was not personally a party to the company’s contract on the
school project, could bring this lawsuit at all. Whether described as an issue about
prudential standing, see G & S Holdings LLC v. Continental Cas. Co.,
697 F.3d 534, 540–41 (7th
Cir. 2012); Rawoof v. Texor Petroleum Co., Inc.,
521 F.3d 750, 756–57 (7th Cir. 2008), or the
identity of the real party in interest, see FED. R. CIV. P. 17(a); Frank v. Hadesman and Frank,
Inc.,
83 F.3d 158, 159–60 (7th Cir. 1996), the simple fact is that Williams is not Majestic. And
even though he was the company’s president, he cannot litigate corporate claims without
counsel. See Rowland v. Cal. Men’s Colony, Unit II Men’s Advisory Council,
506 U.S. 194, 201–02
(1993); In re IFC Credit Corp.,
663 F.3d 315, 318 (7th Cir. 2011); United States v. Hagerman,
545
F.3d 579, 581 (7th Cir. 2008).
More important, Majestic long ago forfeited the claims that Williams asserts in this
litigation. Under the Illinois corporate‐survival statute, which governs Majestic’s capacity to
sue in federal court, see FED R. CIV. P. 17(b)(2), the company had only five years after its
dissolution to bring any remaining claims. See 805 ILCS 5/12.80; Sharif v. Int’l Dev. Group Co.,
399 F.3d 857, 860–62 (7th Cir. 2005); Citizens Elec. Corp. v. Bituminous Fire & Marine Ins. Co.,
No. 12‐2448 Page 3
68 F.3d 1016, 1018–20 (7th Cir. 1995); Riley Acquisitions, Inc. v. Drexler,
946 N.E.2d 957, 964
(Ill. App. Ct. 2011). The five years after Majestic’s dissolution ran out in 2007.
Shareholders of a dissolved corporation might still be able to sue on their own claims
after five years, e.g., where the shareholder is a third‐party beneficiary of a contract between
the corporation and a party that breached that agreement. See Sharif,
399 F.3d at 860–61;
Hunter v. Old Ben Coal Co.,
844 F.2d 428, 432 (7th Cir. 1988); Glass v. United States,
258 F.3d
1349, 1354–55 (Fed. Cir. 2001). Shareholders might also be able to sue on corporate claims
that have passed to them on dissolution, but inchoate claims are forfeited for a corporation
and its shareholders alike unless the claims arise from a debt of an ascertainable and fixed
amount, often as evidenced by a document. See Sharif,
399 F.3d at 861–62; Canadian Ace
Brewing Co. v. Joseph Schlitz Brewing Co.,
629 F.2d 1183, 1185–87 & n.4 (7th Cir. 1980)
(discussing predecessor statute to 805 ILCS 5/12.80); Dubey v. Abam Bldg. Corp.,
639 N.E.2d
215, 219 (Ill. App. Ct. 1994); Shute v. Chambers,
492 N.E.2d 528, 531–32 (Ill. App. Ct. 1986).
Neither situation describes the federal lawsuit filed by Williams, whose indefinite, inchoate
claims arise entirely from a dispute between two business entities whose contract granted
him no direct or incidental benefit and thus leave him without standing to bring these
claims.
We modify the district court’s judgment of dismissal to be a dismissal for lack of
subject‐matter jurisdiction, and as modified, the judgment dismissing this action is
AFFIRMED.
