ESTELLE RUINA, ON BEHALF OF IRVING RUINA, DECEASED AND RUTH KAHN, ON BEHALF OF MILTON KAHN, DECEASED, APPELLANTS,
v.
ROBERT RUSSELL, GEORGE R. STOLTZ, ABRAHAM M. LOWENTHAL, AND JACK WEISGLASS, APPELLEES
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An action for breach of contract against the directors of a dissolved corporation can be brought within three years of dissolution, even if directors lacked knowledge of the cause of action or possession of assets.
Plaintiff sued the former board of directors of a dissolved corporation for breach of contract, alleging liability incurred before dissolution. The tr…
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PER CURIAM.
By this appeal, we are asked to review a final judgment entered after the trial court granted the defendants’ motion for judgment on the pleadings. This action for breach of contract was brought against the last board of directors of a dissolved corporation within three years after dissolution of the corporation and was based upon an alleged corporate liability incurred prior to the corporation’s dissolution. We reverse.
In our view, this action was properly brought under Section 608.30, Florida Statutes (1975). United States Fire Insurance Co. v. Morejon, 338 So. 2d 223 (Fla.3d DCA 1976). The fact that the defendant board of directors herein had no knowledge of the cause of action sued upon when the corporation was dissolved and presently does not have possession of any of the corporate assets does not change this result. The above statute contains no such requirements as a condition precedent to maintaining this action.
We express no opinion on the propriety of the order denying the appellants’ motion in limine. No appeal has been taken from this order and we doubt whether such an appeal could lie in any event. Fla.R.App.P. 9.130.
The final judgment under review is reversed and the cause remanded to the trial court for further proceedings.
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Citator
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Gulotty v. Est. OF Wilkie, 532 So. 2d 1335 (Fla. 3d DCA 1988)…ayment of any corporate debts, liabilities, or obligations known to them. Section 607.301 further provides that the trustees shall continue as trustees of the dissolved corporation for a period of three years after dissolution. See Ruina v. Russell, 369 So. 2d 642 (Fla. 3d DCA), (action for breach of contract against last board of directors of a dissolved corporation within three years after dissolution and based upon an alleged corporate liability incurred prior to dissolution held proper), cert. denied, 379…
Authorities Cited
- United States Fire Ins. Co. v. Morejon, 338 So. 2d 223 (Fla. 3d DCA 1976)