CopyCited 10 times | Published | Florida 1st District Court of Appeal | 2014 WL 2599904, 2014 Fla. App. LEXIS 9041
...The order further stated that Yau was an officer of IWD and failed to prove she acted in good faith. On February 19, 2013, Yau filed a motion for reconsideration, which was denied on April 1, 2013. Two days later, Yau filed an amended motion for reconsideration and mentioned, for the first time, section 607.1904, Florida Statutes, which she said precluded Fish Tales from claiming IWD’s lack of formal corporate existence as a defense against claims for breach of contract and intentional interference with its contractual relationships with third parties....
...Though Yau challenges the entry of final judgment against IWD, no notice of appeal was filed from that judgment on the merits, so we are left *559 with only the final judgment against Yau imposing sanctions. The focal point of her brief 1 is the statutory argument, presented in her amended motion for reconsideration, that section 607.1904 bars Fish Tales from asserting as a defense that IWD was not yet incorporated....
...porations defacto. Booske v. Gulf Ice Co.,
24 Fla. 550 ,
5 So. 247 , 251-52 (1888); Ch. 1639, Laws of Fla. (1868). This bedrock principle has been relied upon both within and without Florida over the decades (and is reflected in the first portion of section
607.1904, which is set forth below)....
...might exist). See Catlin Specialty Ins. Co. v. Cohen,
883 F.Supp.2d 1182, 1192 (M.D.Fla.2012). This latter principle, though not as firmly established and mentioned less frequently in the case-law as the former, is reflected in the second portion of section
607.1904, Florida Statutes (and its many predecessor statutes), which states: No body of persons acting as a corporation shall be permitted to set up the lack of legal organization as a defense to an action against them as a corporation, nor shall any person sued on a contract made with the corporation or sued for an injury to its property or a wrong done to its interests be permitted to set up the lack of such legal organization in his or her defense. §
607.1904, Fla....
...The highlighted language — literally and as applied in the limited caselaw addressing it — appears to provide a potential basis for the relief for IWD. See Catlin Specialty,
883 F.Supp.2d at 1192 (noting the argument that “the statutory term ‘lack of legal organization’ in Section
607.1904 includes administrative dissolution by the Secretary of State after incorporation, as well as the entire failure to achieve incorporation in the first instance.”)....
