ADVANCE MACHINE COMPANY ET AL., APPELLANTS,
v.
KENNETH BERRY, A MINOR, ETC., ET AL., APPELLEES
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A Florida appellate court held that Section 607.297, Florida Statutes (1977), which provides a three-year period for claims against a dissolved corporation, applies to foreign corporations that voluntarily dissolve, and that such voluntary dissolution in the corporation's home state cannot shorten this period. The court rejected application of Missouri's two-year limitations period, holding that a foreign corporation doing business in Florida must be subject to Florida's dissolution-related limitations.
Florida's three-year limitations period for claims against dissolved corporations under Section 607.297 applies to foreign corporations voluntarily dissolved in their home state. A foreign corporation's voluntary dissolution in its home state cannot reduce the Florida limitations period below three years, and the corporation's decision to do business in Florida subjects it to Florida's dissolution limitations.
[1] A foreign corporation's voluntary dissolution in its home state does not shorten the three-year "winding up" period for claims against it under Florida Statutes.
[2] Florida public policy dictates that a dissolved foreign corporation doing business in Florida should be subject to the same limitations as a domestic corporation upon dis…
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Join FLexlaw to unlock all legal intelligence“when a foreign corporation voluntarily dissolves itself such voluntary act shall not diminish the provisions in Section 607.297, Florida Statutes (1977), calling for a three-year "winding up" period”
Core holding establishing that foreign corporations cannot escape Florida's three-year limitations period through voluntary dissolution
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Join FLexlaw to unlock all legal intelligenceAdvance Machine Company, a Missouri corporation, voluntarily dissolved in Missouri. Kenneth Berry, a minor, brought a tort claim against the dissolved…
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BARKDULL, Judge.
The question on this appeal is whether this cause should be governed by Section 607.297, Florida Statutes (1977), which provides that claims against a dissolved corporation should be commenced within three years, or governed by the statutes of Missouri, the home State of the voluntarily dissolved corporation, which provided that such causes of action expired after a two-year period.
We hold that when a foreign corporation voluntarily dissolves itself such voluntary act shall not diminish the provisions in Section 607.297, Florida Statutes (1977), calling for a three-year “winding up” period. Under the complaint, the plaintiff alleged a tort claim which would have had a normal existence of four years. See: Section 95.-ll(3)(e), Florida Statutes (1977). However, because the defendant corporation was dissolved, the public policy of Florida, as announced by its Legislature, was to diminish the time within which any such complaint could be brought to a period of three years. The action of the defendant corporation, in voluntarily dissolving itself in its home State, could not reduce the period below the three-year “winding up” period provided for by Florida Statutes. To do so would permit a foreign corporation, which had done business in this State, to escape the effects of its tortious conduct1 after the expiration of only two years when the Florida law provided that liability should exist for at least three years. If the foreign corporation desired to take the benefits of doing business in Florida, then it should be subject to the same limitations as applicable to a domestic corporation upon dissolution.
Therefore, the order denying the motion to quash is affirmed.
Affirmed.
. We note that Section 607.297, Florida Statutes (1977) only applies to “ . . . any right or claim existing, or any liability incurred, prior to such dissolution . . .” The act complained of in this action accrued subsequent to the date of dissolution and was, therefore, not “existing” on the date of dissolution. This point does not appear to have been presented to the trial court by any of the parties to this action.
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McGLYNN v. Rosen, 387 So. 2d 468 (Fla. 3d DCA 1980)…corporate body and continues its capacity to sue. Once that period has elapsed, even if the general statute of limitations has not yet run on the claim, the corporation cannot initiate an action in court. See generally Advance Machine Co. v. Berry, 378 So. 2d 26 (Fla. 3d DCA 1979). In any event, the general statute of limitations relied upon by appellants would not alter the disposition of this cause. Section 95.11(3)(j), Florida Statutes (Supp. 1974), did not become effective until January 1,1975. As the…