10

Around a decade ago the company I was working for launched a new startup. It was owned by my company and I was tasked to work as a consultant helping them set up their IT infrastructure 50% of my time. As they were using completely different setups I was given an additional laptop. The startup was always its own legal entity so the laptop was owned by them. After a couple of months my work was done but they asked me to keep my laptop in case they have some follow up questions.

Roughly 2 years later the startup was carved out of the company as a completely standalone entity (with a majority share from the company I was working for). Unfortunately a year later it became insolvent and was liquidated eventually (long time ago completed). All this time I was still having the laptop I was given to work with.

Recently I was searching for something in my cellar and I found that laptop. I was curious, what is the ownership situation of this laptop now? I have no plans to actually find someone to give it back to, but legally speaking, what would be my obligation in this scenario?

My jurisdiction (Switzerland) does not have a lot of people on here, so I am open to any countries, I am most interested in Western European laws, but also what would apply for example in the US.

6
  • how that is handled is very dependent on the jurisdiction. in some countries the state owns all such property, in others the last owner, in yet others nobody.
    – Trish
    May 16, 2023 at 19:35
  • I am from Switzerland, so that would the most interesting for me, but while the situation is real, I ask the question only out of curiosity, so answers that dont apply to my jurisdiction are equally as interesting to me, specifically the differences. If that is too broad for a question here I have no issue limiting it to a specific jurisdiction
    – Cromon
    May 16, 2023 at 19:40
  • 2
    it's not too broad, but context always matters.
    – Trish
    May 16, 2023 at 19:41
  • Note that for lost items ZGB Art. 934 applies, which says that after 5 years the item ownership is transferred to the person who found it. But IANAL and I'm not sure you can claim the laptop was "lost" in this case. May 17, 2023 at 7:55
  • An additional complication is that the laptop most probably contains licensed software, say the Windows operating system. The details of the license might not allow you to use the software (although this gets complicated by you probably not beeing a direct party of the license agreement).
    – ghellquist
    May 17, 2023 at 8:26

2 Answers 2

11

The company continues to own all its assets

The appointment of a liquidator to does not change what the company owns - it just changes who is in control (the liquidator rather than the directors) and the purpose for which it is being run (realisation of assets for the benefit of creditors rather than as a going concern for the benefit of shareholders).

The laptop still belongs to the company.

The liquidator's job is to sell all commercially realisable assets and distribute the proceeds to the creditors. When they have done that (which can take years), they get a release from the court, and the company is deregistered 3 months later. Any assets of a deregistered company belong to the shareholders.

A 3-year-old laptop is not a commercially realisable asset, so it's not something a liquidator would be interested in. You could tell the liquidator you have it, and they are welcome to collect it at any reasonable time. They will probably say, "keep it."

1
  • Comments have been moved to chat; please do not continue the discussion here. Before posting a comment below this one, please review the purposes of comments. Comments that do not request clarification or suggest improvements usually belong as an answer, on Law Meta, or in Law Chat. Comments continuing discussion may be removed.
    – Dale M
    May 17, 2023 at 22:07
9

In most U.S. jurisdictions, a dissolved company continues to be the owner of any property not disposed of belonging to the company, notwithstanding the fact that a liquidation of its assets and its dissolution and winding up of its business have otherwise been completed.

On the other hand, possession of items of personal property for a sufficiently long period of time after it should have been returned that is not permissive gives you title by adverse possession to it. Usually the adverse possession duration required by law for personal property is much shorter time period than the time period of adverse possession of real property. Often it is the statute of limitations for an action for replevin which is a lawsuit to seek physical return of a particular piece of property, or for conversion of personal property. But, the adverse possession deadline does not run if the possession of the property is permissive or if the possession of the property is secret.

5
  • 1
    Where would "the company gave it to me deliberately, but then forgot about it" and "I wasn't deliberately trying to hide it, but it was stored in my cellar with the rest of the stuff I don't use often, no one ever asked about it, and I never had other reason/occasion to mention it" fall with respect to "if the possession of the property is permissive or if the possession of the property is secret"?
    – R.M.
    May 17, 2023 at 18:30
  • 1
    @R.M. Probably case law and jury verdicts would need to be looked at to answer that. It's one of those things where the answers can vary wildly I'm sure. May 17, 2023 at 18:33
  • I was under the impression that adverse possession only applied to real property, not chattel property. Can you link to an example statute or court decision to support that?
    – Kevin
    May 18, 2023 at 0:18
  • 1
    @Kevin See, e.g., O'Keefe v. Synder, 83 NJ 478, 416 A.2d 862 (N.J. 1980). starting at page 4 of this pdf law.loyno.edu/sites/default/files/crusto.readings.pdf This case reflects what I believe is the majority rule. See also, a law review article on the subject from 1985 with a more nuanced analysis. Richard H. Helmholz, "Wrongful Possession of Chattels: Hornbook Law and Case Law" 80 Northwestern University Law Review 1221 (1985). chicagounbound.uchicago.edu/cgi/…
    – ohwilleke
    May 18, 2023 at 0:37
  • @ohwilleke: Thank you, those are quite interesting.
    – Kevin
    May 18, 2023 at 0:52

You must log in to answer this question.

Not the answer you're looking for? Browse other questions tagged .