CopyCited 9 times | Published | Florida 5th District Court of Appeal | 2004 Fla. App. LEXIS 11686, 2004 WL 1749160
...Padovano, Florida Appellate Practice, §§ 9.4-9.5 (2003); see also Racetrac Petroleum, Inc. v. Delco Oil, Inc.,
721 So.2d 376, 377 (Fla. 5th DCA 1998) (holding that judicial interpretation of state statutes is a purely legal matter and therefore subject to de novo review). CONFLICT OF LAWS Section
617.1505(3), Florida Statutes, provides: (3) This [Florida Not For Profit Corporation] act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to conduct its affairs in this state....
...of a corporation and is therefore subject to the law of the state of incorporation. Id. at 1527; see also Gross v. Texas Plastics, Inc.,
344 F.Supp. 564, 566 (D.N.J.1972). Because the Foundation was incorporated in New York, we find that based upon section
617.1505(3) and the federal case law interpreting "internal affairs," New York law would apply in the instant case....
...ady been extensively litigated although it is only at the pleading stage. [2] I conclude that such an award is authorized under Florida law and would affirm. As a foreign corporation qualified to do business in Florida, the Foundation is governed by section 617.1505: *1026 (1) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the Department of State to suspend or revoke the certificate as provided in this act....
...ikewise imposed upon a foreign corporation authorized to do business in Florida. Like Banco Industrial, the Foundation should be subject to Florida's indemnification statute, the same as domestic corporations. *1027 I disagree with the majority that section 617.1505(3) applies here as this section only bars regulation of the "internal affairs" of a foreign corporation....
...able for the legal services of The Law Offices of Frederick H. Nelson, P.A., through September 30, 2002. The downward adjustment by Plaintiff's counsel brings the total of fees through September 30, 2002, to $20,796.00 and expenses of $1,098.84. [3] Section 617.1505(3) provides: This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state....
CopyCited 7 times | Published | District Court, S.D. Florida | 2007 U.S. Dist. LEXIS 96347, 2007 WL 4916729
...me Court would likely apply the law set forth in Chatlos. In Chatlos, the Fifth District relied on Florida statutory law in deciding to apply the law of the state of incorporation to a claim against a corporate director. The Court cited to Fla.Stat. § 617.1505(3), which is part of Florida's Not-For-Profit Corporation Act, which states: "This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to conduct its affairs in this state...
CopyCited 1 times | Published | Florida 1st District Court of Appeal
...standing in this matter, it also is entitled to standing because it has a valid certificate of authority issued by the Florida Department of State under section
617.1501, Florida Statutes (1995). By virtue of such certificate, and the provisions of section
617.1505(2), Florida Statutes (1995), LEAF argues that it has the same status as any domestic corporation not-for-profit when it comes to intervention rights under section
403.412(5). Section
617.1505(2), Florida Statutes (1995), provides that a foreign corporation with a valid certificate "has the same but no greater rights and has the same but no greater privileges as ......
...n corporation holding a valid certificate of authority to conduct business in Florida is, insofar as pertinent here, to have "the same but no greater rights and ... the same but no greater privileges as ... a domestic corporation of like character." § 617.1505(2), Fla....
...a always controls over a statute covering the same and other subjects in more general terms," McKendry v. State,
641 So.2d 45, 46 (Fla. 1994), the majority seems to suggest that section
403.412(5), Florida Statutes (1995), deals specifically (unlike section
617.1505(2), Florida Statutes (1995), which deals only generally) with foreign corporations authorized to do business in Florida....
...ection
403.412(5), Florida Statutes (1995). At least insofar as pertinent here, [1] the certificate of authority issued to LEAF by the Florida Department of State places it on the same footing as any domestic corporation not for profit, by virtue of section
617.1505(2), Florida Statutes (1995), which provides: A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this act i...
...LEAF's right to intervene follows ineluctably from the decision in Florida Wildlife Federation. When it enacts a statute, the Legislature is presumed to be aware of existing law. See, e.g., Holmes County Sch. Bd. v. Duffell,
651 So.2d 1176 (Fla.1995). By the time section
617.1505(2), Florida Statutes, was enacted, Ch....
...90-179, § 95, Laws of Fla., a domestic corporation's entitlement to participate in administrative proceedings on the authority of section
403.412(5), Florida Statutes, had been established for a decade, under Florida Wildlife Federation . Even if a conflict between sections
403.412(5) and
617.1505(2) could be said to exist, the pertinent rule of statutory construction is that if "two statutes are in conflict, the later promulgated statute should prevail as the last expression of legislative intent." McKendry,
641 So.2d at 46. The Legislature took the language of section
617.1505, Florida Statutes (1995), which it originally enacted as chapter 90-179, section 96, Laws of Florida, from a provision it had enacted the year before pertaining to corporations for profit....
...d privileges domestic corporations enjoyed. I respectfully dissent. NOTES [1] The question before us has nothing to do with "regulat[ing] the organization or internal affairs of a foreign corporation authorized to conduct its affairs in this state." § 617.1505(3), Fla....
...[2] As a foreign corporation, LEAF cannot lawfully conduct business in Florida at all without a valid certificate of authority issued by the Department of State. §
617.1501(1), Fla. Stat. (1995). [3] Official commentary of this kind is an appropriate source of guidance in construing section
617.1505, Florida Statutes (1995), to the extent there is any question about the plain meaning of the statutory language....
