FRCP, Contracts, Corporations
Under state law, third party beneficiary might be able to state a claim for breach where the promisee is an interposed suspended corporation and the beneficiary has relinquished individual right of action against the counterparty.
Error to dismiss with prejudice, as legal uncertainty might have made amendment of claim worthwhile.
https://d3bsvxk93brmko.cloudfront.net/datastore/opinions/2016/01/26/13-15685.pdf
Since 2011. An occasional commonplacing of the U.S. Circuit Courts of Appeal.
Neither an authoritative statement of the law nor legal advice. Quick work.