HAITIAN VENTURES, INC., PETITIONER,
v.
LEONARD WISNIEWSKI ET AL., RESPONDENTS
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The court held that the trial court properly denied the motion to intervene because the automatic reinstatement provision of Section 607.271(5) is limited by the three-year grace period in Section 607.297.
[1] A corporation's right to pursue remedies for claims existing prior to dissolution is limited to actions commenced within three years after the date of dissolution.
[2] The automatic reinstatement of a dissolved corporation's existence does not revive claims or remedies that abated due to the expiration of the statutory grace period for…
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Join FLexlaw to unlock all legal intelligenceHaitian Ventures, Inc., a dissolved corporation, sought to intervene in a replevin action. The corporation was restored to active status after its dis…
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BARKDULL, Judge.
Haitian Ventures, Inc., petitions for certiorari review of an order denying its motion to intervene.
The petitioner filed a petition to intervene in a replevin action for the possession of two antique bronze cannons. It claimed an ownership interest in the cannons, an issue that was being litigated between the respondents. Petitioner had been dissolved by proclamation for failure to pay its capital stock tax. Dissolution occurred in May of 1973. On February 15, 1979, petitioner filed all its delinquent reports, paid all delinquent fees and taxes, and was restored to active status by the Secretary of State. During this time, petitioner’s motion to intervene was pending before the trial court. After it had been restored to active status, the trial court issued an order in which it construed several provisions of the Florida General Corporation Act, Chapter 607, Florida Statutes (1977),1 to mean that the petitioner could not maintain this action as a matter of law. Therefore, the trial court denied the motion to intervene. This certiorari petition followed.
We hold that the trial court properly denied the motion to intervene, since the automatic reinstatement provision of Section 607.271(5), Florida Statutes (1977) is limited to the three-year grace period contained in Section 607.297, Florida Statutes (1977). Section 607.297, Florida Statutes (1977) clearly states that the dissolution of a corporation will not impair any remedy available so long as the proceeding thereon is initiated within three years after the date of dissolution. Section 607.271(5), Florida Statutes (1977) states that when an application for reinstatement is approved by the Secretary of State, the corporate existence shall be deemed continued without interruption; it does not state that the reinstatement of a previously dissolved corporation will also automatically reinstate rights or claims of the corporation that existed at the time of its dissolution.2 To allow the automatic reinstatement provision of Section 607.271(5), Florida Statutes (1977) to control over the three-year grace period contained in Section 607.297 would render the latter statute meaningless. Florida and Federal cases have held that any action or claims of a Florida corporation abate after three years following the dissolution. See: Nelson v. Miller, 212 So. 2d 66 (Fla. 3d DCA 1968); Walder v. Paramount Publix Corporation, 132 F.Supp. 912 (S.D.N.Y.1955); Fleischer v. A. A. P, Inc,, 180 F.Supp. 717 (S.D.N.Y.1959); Fleischer v. A. A. P., Inc., 222 F.Supp. 40 (S.D.N.Y.1963).
Certiorari denied.
. § 607.297, Florida Statutes (1977)
“Survival of remedy after dissolution. — The dissolution of a corporation either:
(1) By the issuance of a certificate of dissolution by the Department of State;
(2) By a decree of court; or
(3) By expiration of its period of duration shall not take away or impair any remedy available to or against such corporation, or its directors, officers, or shareholders for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within 3 years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. . . . ”
§ 607.271(5), Florida Statutes (1977)
“Any corporation dissolved by the Department of State under the provisions of subsection (2) or prior law may be reinstated by the Department of State at any time upon approval of an application for reinstatement signed by an officer or director of the dissolved corporation. . . . Whenever the application for reinstatement is approved and filed by the Department of State, the corporate existence shall be deemed to have continued without interruption from the date of dissolution. The reinstatement shall have no effect upon any personal liability of the directors, officers, or agents of the corporation on account of actions taken during the period between dissolution and reinstatement, but the power of the corporation to indemnify such directors, officers, or agents shall extend to actions taken during such period.”
. Generally, upon dissolution of a corporation all causes of action are abated or lost, unless preserved by statute. Therefore, any such statute should be strictly construed. In this connection, as to loss of causes of action, see the following: City of Hollywood v. Bair, 129 Fla. 93, 130 Fla. 742, 178 So. 850 (1937); 7 Fla.Jur., Corporations, § 369; 19 Am.Jur.2d, Corporations, § 1662.
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Cosmopolitan Distribs., Inc. v. Lehnert, 470 So. 2d 738 (Fla. 3d DCA 1985)…n, which has never been reinstated, to three years from the date of its dissolution. See Nelson v. Miller, 212 So. 2d 66 (Fla. 3d DCA 1968). Further, the present decision can be reconciled with this court’s holding in Haitian Ventures v. Wisniewski, 376 So. 2d 424 (Fla. 3d DCA 1979). In Haitian Ventures we held that a dissolved corporation could not intervene in a lawsuit where three years had expired from the date of its involuntary dissolution for failure to pay its capital stock tax, even though it had sin…
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LeLAC Prop. Owners' Ass'n, Inc. v. Routh, 493 So. 2d 1131 (Fla. 4th DCA 1986)…n”. Section 607.-297(3), Florida Statutes (1985) provides that an involuntarily dissolved corporation has three years, through its surviving directors, to maintain any rights it accrued prior to dissolution. In Haitian Ventures, Inc. v. Wisniewski, 376 So. 2d 424 (Fla. 3d DCA 1979), the automatic reinstatement provision of section 607.271(5) was found to be limited to the three year grace period provided by section 607.297. The court based this finding on the language of section 607.297, which conditioned th…
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Fedonics W. Hollywood Corp. v. Barnett Bank OF S. Fla., N.A., 450 So. 2d 322 (Fla. 4th DCA 1984)…on 607.271(5), which provides in pertinent part that “the corporate existence shall be deemed to have continued without interruption from the date of dissolution.” We agree with the third district, which held in Haitian Ventures, Inc. v. Wisniewski, 376 So. 2d 424 (Fla. 3d DCA 1979), that the .automatic reinstatement provision is limited to the three year grace period contained in section 607.297, Florida Statutes. The court pointed out that the reinstatement provision does not automatically reinstate rights…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Nelson v. Miller, 212 So. 2d 66 (Fla. 3d DCA 1968)
- City of Hollywood v. Bair, 130 Fla. 742 (Fla. 1937)
- City of Hollywood v. Bair, 129 Fla. 93 (Fla. 1937)