CopyCited 27 times | Published | Florida 4th District Court of Appeal | 2008 WL 441631
...a shareholder in Acoustic. On October 10, 2006, after amending his pleading twice, Schafer filed an "amended" second amended complaint asserting the following causes of action: Count I: Involuntary Dissolution and Liquidation of Acoustic pursuant to § 607.1430, et....
...It was at that point that Miller made it clear to Schafer that he did not intend to honor their original oral agreement. As noted earlier, Schafer filed suit in July 2002. Miller contends further that the trial court erred in entering judgment in favor of Schafer because Schafer lacked standing to seek relief under sections
607.1430 and
607.1434, Florida Statutes, where he did not prove that he was "a holder of record of shares in a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation." §
607.01401(24), Fla....
...The trial court determined that Schafer was, at all material times, the equitable and beneficial owner of fifty percent of Acoustic's stock. This finding was supported by competent, substantial evidence. Accordingly, Schafer did not lack standing to sue for relief under sections
607.1430 and
607.1434....
CopyCited 17 times | Published | Court of Appeals for the Eleventh Circuit | 2015 WL 4461615
...expert testimony regarding value and valuation methodology as to both entities.
The district court accepted the valuation for Pennysaver proffered by Cox’s
6
Id. at 1352-54.
7
Section
607.1436(1) provides:
In a proceeding under [section]
607.1430(2) or (3) to dissolve a
corporation, the corporation may elect or, if it fails to elect, one or more
shareholders may elect to purchase all shares owned by the petitioning
shareholder at the fair value of the shares....
CopyCited 16 times | Published | Court of Appeals for the Eleventh Circuit | 36 Media L. Rep. (BNA) 1097, 2007 U.S. App. LEXIS 29533, 2007 WL 4461505
...Van Essen’s firm has valued in excess of ten billion
3
Under Florida law, a shareholder asserting injurious waste or misapplication of
corporate assets, or illegal or fraudulent acts by directors or management of a corporation may
bring suit for dissolution of the corporation. Fla. Stat. § 607.1430....
...S. 2d
at 347, 107 A.D. 2d at 146; Morley,
915 F.2d at 1523.
Entry of an order directing the purchase of minority shareholdings pursuant
to Fla. Stat. §
607.1436 requires the dismissal of the underlying petition for
dissolution pursuant to §
607.1430....
CopyCited 13 times | Published | Florida 3rd District Court of Appeal | 1998 WL 251090
...DeMaria, and Matias R. Dorta, for appellant and cross-appellees. Paul Aiello, for appellee and cross-appellant. Before SCHWARTZ, C.J., and COPE and GREEN, JJ. GREEN, Judge. This is an appeal from the judicial dissolution of a corporation pursuant to section 607.1430(2)(a), Florida Statutes (1994) and a cross-appeal from an order denying the motion to enforce a settlement agreement entered into between these parties during the pendency of this proceeding....
...ectors of Chiloc Home Care, Inc. ("Chiloc"), a health care corporation. When serious dissension arose between the parties regarding the company's management and operation, appellee brought suit for the judicial dissolution of the company pursuant to section 607.1430(2)(a)....
...s settlement agreement. We therefore reverse and remand with instructions that the settlement agreement be enforced. As stated earlier, this would necessarily render the judicial dissolution of the corporate entity entirely moot. Reversed. NOTES [1] 607.1430 Grounds for judicial dissolution....
CopyCited 8 times | Published | Florida 2nd District Court of Appeal | 2006 WL 3019832
...We reverse without prejudice to any right that Mr. Stone may have to obtain comparable relief in a new proceeding or within a pending bankruptcy proceeding. Mr. Stone filed an action in 2003 against Mr. Oliver, Mr. Vanover, and AntennaMast seeking in part to dissolve AntennaMast under section 607.1430, Florida Statutes (2003)....
CopyCited 7 times | Published | Florida 3rd District Court of Appeal | 1999 WL 140725
...Section
607.1436(5), Florida Statutes, provides, in pertinent part, that a court may award a petitioner for corporate dissolution attorney's fees and expert witness fees if the court finds that the corporate directors acted in a fraudulent or illegal manner. §
607.1430(3)(b), Fla....
CopyCited 6 times | Published | Florida 2nd District Court of Appeal | 2008 WL 818822
...The primary dispute in this proceeding centered around the valuation and equitable distribution of the parties' interest in this business and the real estate associated with it. While this action was pending, the Wife and her son also filed a separate action for judicial dissolution of the corporation pursuant to section 607.1430(2)(a), Florida Statutes (2003), alleging that the directors were deadlocked in the management of the corporate affairs....
...She and the Husband agree they can no longer run the business together and that one party must buy out the other's share. Thus, the facts presented here are akin to an action for judicial dissolution of a corporation based upon a deadlock in the management of the corporation's affairs pursuant to section 607.1430(2)(a)....
CopyCited 6 times | Published | Florida 5th District Court of Appeal | 2005 WL 320703
...Timko filed an action consisting of a four count complaint seeking declaratory relief, an accounting, damages for breach of fiduciary duty, and dissolution of the corporation. Initially, the trial court rendered an order on Mr. Timko's action seeking dissolution of Ferrari pursuant to section 607.1430, Florida Statutes (2000)....
...Timko did not obtain shares of stock in order to bring a strike suit, and that he is fully motivated to represent the interests of the corporation in this action. I see no reason to deny him this opportunity. I would reverse. NOTES [1] Appellant initiated another proceeding to dissolve the corporation pursuant to section 607.1430, Florida Statutes (1999)....
CopyCited 5 times | Published | Florida 3rd District Court of Appeal | 2005 WL 2509895
...A brief history of the procedural and factual background of this case is necessary to our decision. In 1983, Gilda Rosenberg founded Gilly Vending. In 1987 or 1988, Rosenberg transferred fifty percent of Gilly Vending's shares to Morales. In 1998, Morales filed a petition for dissolution of Gilly Vending pursuant to section 607.1430(2) of the Florida Business Corporation Act (the Act)....
...the trial court could have accomplished the result it sought in the instant case. The provision, section
607.1431(4) of the Florida Statutes, reads: If the court determines that any party has commenced, continued, or participated in an action under s.
607.1430 and has acted arbitrarily, frivolously, vexatiously, or not in good faith, the court may, in its discretion, award attorney's fees and other reasonable expenses to the other parties to the action who have been affected adversely by such actions....
CopyCited 5 times | Published | District Court, M.D. Florida | 34 Media L. Rep. (BNA) 2380, 2006 U.S. Dist. LEXIS 46867, 2006 WL 1823332
...("Cox"), the lone minority shareholder in Defendant News-Journal Corporation ("NJC"), initiated the instant action by filing a multi-count complaint against NJC, its officers, directors, and majority shareholder, PMV, Inc. ("PMV"), pursuant to sections
607.1430 and
607.1434, Florida Statutes....
...ANALYSIS My principal responsibility in this case is to determine the fair value of Cox's shares as of the day before Cox filed its suit against NJC. As a secondary issue, I must also decide whether Cox is entitled to "reasonable fees and expenses of counsel and of any experts." See §§
607.1436(5),
607.1430(3), Fla....
...able grounds" to make out a claim for dissolution of the corporation on the basis that the assets of the corporation were being misapplied or wasted. See id. ("If the court finds that the petitioning shareholder had probable grounds for relief under s. 607.1430(3), it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by petitioner."); Fla. Stat. § 607.1430(3)(a) ("A ....
...[t]he corporate assets are being misapplied or wasted, causing material injury to the corporation."). In light of section
607.1436(5), I undoubtedly possess discretion to award reasonable fees and expenses of counsel and experts to Cox. Cox originally filed a claim for dissolution of NJC pursuant to section
607.1430(3)(a) and has since consistently maintained that Defendants wasted and misapplied NJC's corporate assets....
CopyCited 5 times | Published | Florida 2nd District Court of Appeal | 1996 WL 16585
...mplied with the law. The appellee also sought to have the court order the appellant to designate a registered agent and registered office. The second count of the amended complaint sought to have the corporation judicially dissolved for violation of section 607.1430, Florida Statutes (1991)....
CopyCited 2 times | Published | Florida 3rd District Court of Appeal | 2014 WL 2756526, 2014 Fla. App. LEXIS 9225
...607.1434: [[Image here]] (2) In a proceeding by a shareholder if it is established that: (a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered. § 607.1430, Fla....
...This record, we believe was sufficient to support dissolution of Dabama. See Behrens Co., Inc. v. Rawls,
518 So.2d 945, 945-46 (Fla. 3d DCA 1987) (“The trial court did not- err in granting the appellee’s motion for dissolution pursuant to section 607.274(l)(a)(2), Florida Statutes (1985) [precursor to section
607.1430], because the evidence clearly indicates that the shareholders are hopelessly deadlocked at present and have been so for a number of years.”); see generally 16A William Meade FletcheR et al„ Fletcher Cyclopedia of the Law of Corp...
CopyPublished | Florida 3rd District Court of Appeal | 2011 Fla. App. LEXIS 19038, 2011 WL 5964344
...rs of CPMG are unable to break the deadlock, and CPMG has suffered irreparable injury. Thereafter, the trial court issued a modified order requiring the cost of the receiver to be paid out of CPMG’s assets. Wen-zel appeals both orders. Pursuant to section 607.1430(2)(a), Florida Statutes (2011), a circuit court may appoint a receiver if, in a proceeding by a shareholder, “it is established that ......
...buse of discretion is clearly shown.” Puma Enters. Corp. v. Vitale,
566 So.2d 1343, 1344 (Fla. 3d DCA 1990). In its order granting Burman’s emergency verified motion to appoint a receiver, the trial court found that all of the requirements under section
607.1430(2)(a) for the appointment of a receiver were met....
CopyPublished | Florida 4th District Court of Appeal
...We address two issues raised on
appeal. 1 First, we agree with World-Class that the Second Stock Purchase
Agreement lacked consideration. As a result, the court erred when it
enforced that agreement. Second, we agree the court erred when it
dissolved World-Class under section 607.1430(2), Florida Statutes (2018).
As a result, we reverse the court’s partial final judgment.
1 We affirm without comment the court’s denial of World-Class’s motion to
dismiss for failure to join an indispensable party....
...Mason v. Roser,
588 So. 2d 622, 624 (Fla. 1st DCA 1991); Nobles v. Citizens Mortg.
Corp.,
479 So. 2d 822, 822 (Fla. 2d DCA 1985), no exception was raised here.
3
ii. No Ground Exists for Dissolution Under Section
607.1430, Florida
Statutes
Next, the Davids argue there were no grounds for dissolution under
section
607.1430(2), Florida Statutes (2018)....
...3 Under one provision of the
statute, in a shareholder proceeding, a court may dissolve a corporation if
there is deadlock among the directors, the shareholders cannot break the
deadlock, and there is a threat or occurrence of irreparable injury to the
corporation. § 607.1430(2)(a), Fla....
...(2018).
Similarly, another provision allows for the dissolution of a corporation
if “[t]he shareholders are deadlocked in voting power and have failed to
elect successors to directors whose terms have expired or would have
expired upon qualification of their successors[.]” § 607.1430(2)(b), Fla.
Stat.
Here, the Giordanos satisfied none of the requirements of the statute.
First, because we hold the Second Stock Purchase Agreement fails for
lack of consideration, the Davids control ninety percent of the company
stock....
...Second, the Davids remain the only
directors of World-Class. As such, any deadlock is between directors and
non-directors.
In summary, the Davids are the sole directors and the majority owners
of World-Class. On those facts, the Giordanos cannot satisfy the
requirements for dissolution in sections 607.1430(2)(a) or 607.1430(2)(b).4
Conclusion
The court erred when it found the Second Stock Purchase Agreement
valid. That agreement fails for lack of consideration. As a result, the
Davids hold ninety percent of World-Class’s stock, and the Giordanos hold
3 The legislature amended section 607.1430, effective January 1, 2020. See ch.
2019-90, § 189, Laws of Fla. Former section 607.1430(2)(a) is now section
607.1430(1)(b)1., and former section 607.1430(2)(b) is now section
607.1430(1)(b)2. Ch. 2019-90, § 189, Laws of Fla. The substance of the statute
also changed, but not in a way that affects the resolution of this case.
4We also note that there was insufficient evidence of corporate waste to permit
dissolution under section 607.1430(3), Florida Statutes (2018).
4
ten percent of the stock. The court also erred when it dissolved World-
Class under section 607.1430(2).
We therefore reverse the court’s judgment and remand for further
proceedings.
Affirmed in part; reversed in part; and remanded.
TAYLOR and CIKLIN, JJ., concur.
* * *
Not fi...
CopyPublished | Florida 2nd District Court of Appeal | 1992 Fla. App. LEXIS 1014, 1992 WL 21857
...Directly contrary to the ruling below, the officers and directors of a dissolved corporation are not ipso facto liable for an obligation of the corporation incurred prior to its dissolution. Compare § 607.271(5), Fla. Stat. (1989) (repealed 1990; current version at § 607.1430, Fla.Stat....
CopyPublished | Florida 1st District Court of Appeal
...sell a medical textbook they co-wrote. In recent years, multiple
conflicts between the two shareholders have destroyed what used
to be a functional business relationship.
Dr. Uphold initiated these proceedings by filing a complaint
for involuntary dissolution of BBI pursuant to section 607.1430(2),
Florida Statutes (2016), as a result of continuing deadlock among
the parties regarding BBI’s operations and management....
...Whether the court otherwise
properly entered the custodianship order is reviewed for an abuse
of discretion. See Plaza v. Plaza,
78 So. 3d 4, 6 (Fla. 3d DCA 2011).
3
A corporate shareholder may petition for judicial dissolution
of a corporation based on the limited grounds set forth in section
607.1430, Florida Statutes....
...If the
parties are able to reach an agreement within that time period, the
court must direct the purchase of the shares consistent with the
parties’ agreement. Id. If the parties are unable to agree,
the court, upon application of any party, shall stay the s.
607.1430 proceedings and determine the fair value of the
petitioner’s shares as of the day before the date on which
the petition under s.
607.1430 was filed or as of such other
date as the court deems appropriate under the
circumstances.
§
607.1436(4), Fla....
...Stat.
In this case, the parties do not dispute that a statutory stay of
the dissolution proceedings was triggered upon Dr. Graham’s
request for the court to determine the fair value of Dr. Uphold’s
shares. And rightly so, as the language of section
607.1436(4)
clearly provides that a stay of the “s.
607.1430 proceedings” is
mandatory in that situation....
