Florida/Georgia Personal Injury & Workers Compensation

...fined as including both Ripley and Hawkins. On August 12, 1994, pursuant to section 320.643, Florida Statutes (1993), Davis and Bodiford notified Ford by letter of their intent to transfer ownership in Wilson Davis Ford. On the same day, pursuant to section 320.644, Florida Statutes (1993), Wilson Davis Ford (by letter signed by Davis and Bodiford) notified Ford of its intent to change its executive management....

...anagement, the practical effect of such a transfer would be the transfer of the franchise agreement. Because of this alleged practical effect, Ford argued that the proposed transfer at issue would be regulated by the terms of sections 320.643(1) and 320.644, under which a manufacturer may object to a proposed transfer of a franchise agreement or change in executive management control based on business experience, lack of good moral character, or both....

...e question, now rephrased, which is currently pending before this Court for determination. [5] To answer the rephrased certified question, we must determine the legislative intent governing the relationship among sections 320.643(1), 320.643(2), and 320.644....

...or order. (b) During the pendency of any such hearing, the franchise agreement of the motor vehicle dealer shall continue in effect in accordance with its terms. The department shall expedite any determination requested under this section. Finally, section 320.644, Florida Statutes (1993), provides: (1) No licensee shall prohibit or prevent, or attempt to prohibit or prevent, any motor vehicle dealer from changing the executive management control of the motor vehicle dealer unless the proposed...

...n [8] is that section 320.643(2)(a) may, under some other circumstances not present here, provide the exclusive basis for objection when the totality of the transaction is solely and exclusively an equity interest transfer. We do find, however, that section 320.644, Florida Statutes, applies to purported equity interest transfers in circumstances such as this case because the terms and conditions of the proposed transaction at issue here involved not only the transfer of all the stock in Wilson...

...rate motor vehicle dealership as a condition precedent; Hawkins was to become the chairman of Wilson Davis Ford and Ripley the new dealeroperator. Hawkins and Ripley, as well as the amici curiae arguing in support of Hawkins and Ripley, concede that section 320.644 applies in situations such as the present one where a change of executive management control of a motor vehicle dealership is proposed....

...As explained above, section 320.643(2)(a) permits a motor vehicle manufacturer to challenge the proposed transfer of the equity interest in the motor vehicle dealership based on the proposed transferee's moral character, see § 320.643(2)(a), Fla. Stat. (1993), and the plain language of section 320.644 provides that the manufacturer may object to a change of executive management control based on the proposed executive management's moral character or standards related to business experience. See § 320.644, Fla....

...The terms and conditions of the proposed transaction here were not separate and distinct, but were instead part of a unified whole. Therefore, in the present case, Ford could properly object to the proposed transaction based on the criteria set forth in both section 320.643(2)(a) and section 320.644....

...*1002 In conclusion, we find that section 320.643(1) does not apply in this case because the proposed transaction at issue did not involve a transfer of Wilson Davis Ford's franchise agreement. We also find that the criteria for objection set forth in section 320.643(2)(a) and section 320.644 are applicable in this case because the proposed transaction at issue involved not only a sale of stock in Wilson Davis Ford, but also a change in the executive management control of that corporate motor vehicle dealership....

...NOTES [1] The present case is controlled by the 1993 version of the relevant statutes, but our determination in this case applies with equal force to the current statutory scheme because the current statutes are substantively the same as they were in 1993. Compare § 320.643, Fla. Stat. (1997), and § 320.644, Fla. Stat. (1997), with § 320.643, Fla. Stat. (1993), and § 320.644, Fla....

...motor vehicle manufacturer. The sellers of this stock gave notice of an intent to transfer ownership pursuant to Fla. Stat. § 320.643, and Wilson Davis Ford, Inc. gave notice of an intent to change its executive management pursuant to Fla. Stat. § 320.644, from the sellers, Davis and Bodiford, to the proposed purchasers of the stock, Hawkins and Ripley. Ford responded to this notice by filing a verified complaint with the Florida Department of Highway Safety and Motor Vehicles ("DHSMV") opposing both the proposed transfer under section 320.643 and the proposed change of management under section 320.644. With respect to its opposition to the proposed transfer of stock, Ford's complaint alleged several deficiencies in the financial qualifications of Hawkins and Ripley and several performance deficiencies of a Lincoln-Mercur...

...ounds under Florida law to justify its decision to reject the proposed transfer: (1) AutoNation's lack of good moral character, Fla. Stat. §§ 320.643(1), 320.643(2)(a), and (2) AutoNation's lack of business experience, Fla. Stat. §§ 320.643(1), 320.644. Appellants filed a motion to dismiss....

...Mike Smith Pontiac GMC, Inc., 561 So.2d 620, 623 n. 5 (Fla. 1st DCA 1990). The parties do not dispute that Appellee qualifies as a "licensee." 7 If the transfer of equity interest results in a change of executive management, then a licensee may also object pursuant to Fla. Stat. § 320.644. See Hawkins v. Ford Motor Co., 748 So.2d 993, 1001 (Fla.1999). Under § 320.644, a licensee may prevent a change in the executive management if the new management lacks good moral character or business experience. The parties, however, have not raised the applicability of § 320.644 in this case. 8 As an alternative argument, Appellants suggest that a licensee who "unreasonably" objects to a transfer has violated § 320.643....

...The sellers of this stock gave notice of an intent to transfer ownership pursuant to Fla. Stat. § 320.643, and Wilson Davis Ford, Inc. gave notice of an intent to change its 4 executive management pursuant to Fla. Stat. § 320.644, from the sellers, Davis and Bodiford, to the proposed purchasers of the stock, Hawkins and Ripley....

...Ford responded to this notice by filing a verified complaint with the Florida Department of Highway Safety and Motor Vehicles ("DHSMV") opposing both the proposed transfer under section 320.643 and the proposed change of management under section 320.644. 5  With respect to its opposition to the proposed transfer of stock, Ford's complaint alleged several deficiencies in the financial qualifications of Hawkins and Ripl...

...under Florida law to justify its decision to reject the proposed transfer: (1) AutoNation’s lack of good moral character, Fla. Stat. §§ 320.643(1), 320.643(2)(a), and (2) AutoNation’s lack of business experience, Fla. Stat. §§ 320.643(1), 320.644. Appellants filed a motion to dismiss....

...rified complaint, under the Act, when it objected to AutoNation’s lack of moral character. 7 If the transfer of equity interest results in a change of executive management, then a licensee may also object pursuant to Fla. Stat. § 320.644. See Hawkins v. Ford Motor Co., 748 So. 2d 993, 1001 (Fla. 1999). Under § 320.644, a licensee may prevent a change in the executive management if the new management lacks good moral character or business experience. The parties, however, have not raised the applicability of § 320.644 in this case. 8  Nonetheless, Appellants contend that the filing of the verified complaint was a “violation” of the Act, because Appellee would have lost on the merits had it not volunt...