Colorado § 7-30-119 - Saving clause.

§ 7-30-119. Saving clause.

Except to the extent set forth in section 7-30-118, this article does not affect any right accrued before July 1, 1994, or any action or proceeding then pending.

Source: L. 94: Entire article added, p. 1276, § 1, effective May 22.

Editor's note: Colorado amended § 7-30-119 (numbered as Section 20 in the uniform act) by adding an exception to the savings clause to accommodate the provision added to § 7-30-118. The official comment should be read with this change in mind.

OFFICIAL COMMENT

1. Section 20 (numbered as section 7-30-119 in C.R.S.) is adapted from RUPA Section 1006(c). It continues the prior law after the effective date of this Act with respect to a (i) "right accrued" and (ii) pending "action or proceeding." But for this section the new law of this Act would displace the old in some circumstances. The power of a new act to displace the old statute with respect to conduct occurring before the new act's enactment is substantial. Millard H. Ruud, The Savings Clause — Some Problems in Construction and Drafting, 33 Tex. L. Rev. 285, 286-293 (1955). A court generally applies the law that exists at the time it acts.

2. Almost all states have general savings statutes, usually as a part of their statutory construction acts. These are often very broad. See, for example, Model Statutory Construction Act, Section 53. As this Act is remedial, the more limited savings provisions in Section 20 (numbered as section 7-30-119 in C.R.S.) are more appropriate than the broad savings provisions of the usual general savings clause. Section 20 (numbered as section 7-30-119 in C.R.S.) and not a jurisdiction's general savings clause applies to the Act.

3. "Right Accrued." It is not always clear whether an alleged right has "accrued." Some courts have interpreted the phrase to mean that a "matured cause of action or legal authority to demand redress" exists. Estate of Hoover v. Iowa Dept. of Social Services, 299 Iowa 702, 251 N.W. 2d 529 (1977). In Nielsen v. State of Wisconsin, 258 Wis. 1110, 141 N.W. 2d 194 (1966), a landowner brought suit after the repeal of an act granting a landowner the right to recover from the state for damages to her land caused by the state's failure to install necessary culverts and the like to prevent flooding. Before the act's repeal the landowner's land had been damaged by flooding caused by the state's failures. The court held that the statutory saving of "rights of action accrued" saved her cause of action. In both of these cases, conduct that gave rise to a cause of action had occurred before the act was repealed. It is said that it is not enough that there is an inchoate right. Apparently, there is no "accrued right" under a contract, for example, until there is a breach.

4. "Action or Proceeding" Pending. The principal question is what is an "action or proceeding" for this purpose. "Action" refers to a judicial proceeding. "Proceeding" alone, especially when used with "action," is broader and so includes administrative and other governmental proceedings. It has been given the broader meaning. For example, in State ex rel. Carmean v. Board of Education of Hardin County, 170 Ohio 2d 415, 165 N.E. 2d 918 (1960) a petition to transfer certain land from one school district to another filed before a change in the law was a "pending proceeding" to be decided under the old law. Similarly, a request for permission to petition for an election to consolidate school districts was held to be a "proceeding commenced" so that the substance and procedure of the old law, which was materially different from the new, was preserved. Grant v. Norris, 249 Iowa 236, 85 N.W. 2d 261 (1957).

5. RUPA provides that the Act does not "impair obligations of contract existing." This is not carried forward. This phrase is intended to save only obligations protected by the contracts clauses of state and federal constitutions. However, as it might be construed more broadly and the constitution would protect without the phrase, the phrase is not present in Section 20 (numbered as section 7-30-119 in C.R.S.).

Special Purpose Corporations

ARTICLE 40

Corporations Not For Profit

7-40-101. Who may organize - certificate - fees.

7-40-102. Powers.

7-40-103. Contents of certificate or bylaws.

7-40-104. Additional powers - indemnification - liability.

7-40-105. Amendments - where filed - fees.

7-40-106. Associations which can be formed.

7-40-107. Dividend only on dissolution.

7-40-108. Procedure for merger. (Repealed)

7-40-109. Procedure for consolidation. (Repealed)

7-40-110. Approval of merger or consolidation. (Repealed)

7-40-111. Certificate of merger or consolidation. (Repealed)

7-40-112. Effect of merger or consolidation. (Repealed)

7-40-113. Merger and consolidation with religious, educational, and benevolent societies. (Repealed)