COMMERCIAL LAW: BUSINESS ENTITIES: CORPORATIONS: PARTNERSHIPS: DISSOLUTION: DEADLOCK: INABILITY TO FUNCTION: FRUSTRATION OF PURPOSE    

Fernandez v. Yates, ___ So. 3d ___, 39 Fla. L. Weekly D1291 (Fla. 3d DCA June 18, 2014)

Four doctors built a medical office building.  The building was owned by a corporation that leased the building to a partnership.  Two groups of doctors had a 50% interest in both entities.  One group sued the other to dissolve the entities, appoint … Click To Read Full Case Law Review...

CORPORATIONS: OBLIGATION OF PROFESSIONAL ASSOCIATION COULD NOT BE ENFORCED AGAINST SHAREHOLDER; CIVIL PROCEDURE: AMENDMENT: STATUTE OF LIMITATIONS: RELATION BACK: AMENDMENT DURING TRIAL TO ADD PROFESSIONAL ASSOCIATION AS DEFENDANT DID NOT RELATE BACK TO COMPLAINT AGAINST SHAREHOLDER

Beltran v. Vingent P. Miraglia, P.A., ___ So. 3d ___, 38 Fla. L. Weekly D808 (Fla. 4th DCA April 10, 2013)

The plaintiff, a doctor’s professional association, sued the defendant, another doctor, for breach of oral contracts, unjust enrichment, and quantum meruit, based upon the defendant’s failure to pay his share of office overhead expenses.  The defendant’s answer raised … Click To Read Full Case Law Review...

CORPORATIONS: MAJORITY SHAREHOLDER: BREACH OF FIDUCIARY DUTY: MISAPPROPRIATION OR MISDIRECTION OF FUNDS; CIVIL PROCEDURE: SEVERANCE OF LEGAL AND EQUITABLE CLAIMS: PRESERVATION OF RIGHT TO JURY TRIAL: DANGER OF INCONSISTENT RESULTS; APPEALS: CERTIORARI

Kavouras v. Mario City Restaurant Corporation, ___ So. 3d ___, 36 Fla. L. Weekly 2241 (Fla. 3d DCA October 12, 2011)

The minority shareholder sued the majority shareholder for breach of fiduciary duty, based upon misappropriating or misdirecting corporate funds for his personal benefit, and sought a constructive trust, an accounting, and damages. The trial court severed the equitable claims … Click To Read Full Case Law Review...

CORPORATIONS: SHAREHOLDERS DERIVATIVE ACTION: VENUE

Florida Gamco, Inc. v. Fontaine,, ___So. 3d ___, 36 Fla. L. Weekly D1749 (Fla. 4th DCA August 10, 2011)

A shareholder sued the corporation and three of its officers in Broward County for breach of fiduciary duty and defamation. The defendants moved to transfer venue to Leon County, where the corporation was incorporated, had its principal place of business, … Click To Read Full Case Law Review...