JO ANN ELIZABETH HOLLEY, APPELLANT,
v.
JAMES LEE HAYES AND UNIVERSAL RENTAL PROPERTIES, INC., APPELLEES

Fla. 1st DCA | 1982-04-14
No. AC-289
JOANOS and THOMPSON, JJ., concur.
412 So. 2d 920 Florida District Court of Appeal, First District (1982) Positive Treatment
Cited by 6 cases

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Synopsis

Holley appeals a trial court judgment denying her request for a corporate accounting from her ex-husband Hayes. The appellate court reversed, holding that Holley, having been adjudicated owner of 98% of corporate stock in the divorce proceeding, is entitled to demand an accounting from Hayes as a shareholder.


Holding

Holley is entitled to demand an accounting from Hayes. By virtue of the final divorce judgment, Holley was adjudicated the owner of 98% of the stock as between herself and Hayes, making that matter res judicata for subsequent litigation between the former spouses.


Headnotes

[1] A prior judgment dissolving a marriage is res judicata as to the ownership of corporate stock as between the former spouses.

[2] A former spouse who is adjudicated the owner of corporate stock in a divorce judgment is entitled to demand an accounting from the other former spouse regarding the corpo…

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Key Quotes

“By virtue of the final judgment of dissolution of marriage, as between Holley and Hayes, Holley was adjudicated the owner of 98% of the stock of the corporation. Consequently, as between Holley and Hayes, that matter is res judicata for purposes of subsequent litigation.”

Establishes that the divorce court's determination of stock ownership is conclusive between the parties for purposes of subsequent disputes.

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Facts & Procedural History

Holley and Hayes married in September 1971. Hayes had pending criminal tax charges and sought to protect $85,000 in cash and stock from I.R.S. seizure…

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Opinion of the Court
WIGGINTON, Judge.

WIGGINTON, Judge.

This is an appeal from the final judgment of the trial court denying, inter alia, Holley’s complaint against Hayes for a corporate accounting. We reverse.

Holley and Hayes were married in September, 1971. At the time of the marriage, Hayes had criminal charges pending against him for failure to file and pay federal excise and income taxes. He also at that time possessed $85,000 in cash and a substantial amount of stock. According to his own testimony, Hayes was in such constant fear that the I.R.S. would seize his property that he went so far as to place the cash in milk cans and bury it in the ground at his residence.

Following the marriage, in December, 1971, Hayes and Holley formed a corporation for the ostensible purpose of purchasing and holding income producing properties. However, further testimony revealed that the underlying objective was to protect Hayes’ assets from ultimate seizure by the I.R.S. by placing them in Holley’s name. Accordingly, the articles of incorporation designated Holley to be a subscriber to 98% of the corporate stock, with Hayes and Holley’s daughter to be subscribers each of 1%. The articles further designated Hayes to serve as president, Holley as secretary, the daughter as treasurer, and all three to serve as directors of the corporation.

Holley managed the corporately owned rental properties during the 10-month period Hayes was serving his criminal sentence. Following Hayes’ return, he primarily assumed these duties.

No corporate stock certificates were issued until April 1,1978, when the marriage was showing signs of crumbling. On that date, Hayes, acting unilaterally and with questionable authority, issued to himself one hundred shares of stock. He subsequently “sold” 75% of those shares to his son. It was disputed at the hearing whether Holley, as a director, was given proper notice of the meeting.

In November, 1978, Holley petitioned for divorce. While the parties continued to reside together, a default and final judgment was entered dissolving the marriage, awarding possession and ownership of several properties and adjudging Holley to be owner of 98% of the stock of the corporation. Hayes did not answer the initial complaint, and, upon his receiving a copy of the final judgment, elected not to appeal or otherwise contest it.

In 1980, Holley filed a complaint against Hayes and the corporation for an accounting and for the liquidation of assets of the business. Final judgment was entered denying Holley both the right to an accounting against Hayes and to the liquidation of assets against the corporation. As to the corporation, the trial court found that it had not been a party to the divorce proceedings and was therefore not bound by that court’s judgment holding Holley to be the owner of 98% of the corporate stock. Consequently the court ruled that she was not a shareholder for purposes of statutory liquidation under section 607.274, Florida Statutes. Couture v. Couture, 307 So. 2d 194 (Fla. 3d DCA 1975). However, that point is not before this court on appeal. Rather, Holley appeals that part of the final judgment holding that she was not entitled to an accounting against Hayes insofar as she was not a shareholder of the corporation. We agree with Holley’s position.

By virtue of the final judgment of dissolution of marriage, as between Holley and Hayes, Holley was adjudicated the owner of 98% of the stock of the corporation. Consequently, as between Holley and Hayes, that matter is res judicata for purposes of subsequent litigation. Finston v. Finston, 160 Fla. 935, 37 So. 2d 423 (1948); Diejuste v. Davis, 400 So. 2d 981 (Fla. 4th DCA 1981).

Accordingly, Holley is entitled to demand an accounting from Hayes. This cause is therefore reversed and remanded to the trial court for appropriate proceedings in accordance with this opinion.

JOANOS and THOMPSON, JJ., concur.


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Citator

Cited By

  • Holley v. Universal Rental Props., Inc., 416 So. 2d 861 (Fla. 1st DCA 1982)
    …4th DCA 1977). Further, subsequent to the trial court’s order under review here, this court issued its decision reversing, in part, the trial court’s judgment in Case No. 80-531-CA. Holley v. James Lee Hayes and Universal Rental Properties, Inc., 412 So. 2d 920 (Fla. 1st DCA 1982). Therefore, in determining the res judicata defense, consideration must be given to this court’s decision in the earlier case. REVERSED and REMANDED for further proceedings. LARRY G. SMITH, JOANOS and THOMPSON, JJ., concur.…
  • Jones v. Eulus B. Jones, 419 So. 2d 760 (Fla. 1st DCA 1982)
    …He is now foreclosed from asserting such an interest at this late date based on contributions prior to or during the first marriage. Cooper v. Cooper, 69 So. 2d 881 (Fla.1954); Finston v. Finston, 160 Fla. 935, 37 So. 2d 423 (1948); Holley v. Hayes, 412 So. 2d 920 (Fla. 1st DCA 1982); and Pumo v. Pumo, 405 So. 2d 224 (Fla. 3d DCA 1981). Even though the special equity award was incorrect as a matter of law, we recognize that the trial court has broad discretionary authority to consider any factor necessary to…
  • Architectural Research, Inc. v. Stetson, 444 So. 2d 973 (Fla. 4th DCA 1983)
    …lso do not find that the appellant Stetson sufficiently established in the record that such a claim was actually litigated in the dissolution proceedings so as to mandate the trial court’s acceptance of the res judicata defense. Cf. Holley v. Hayes, 412 So. 2d 920 (Fla. 1st DCA 1982). We also find no error by the trial court in receiving testimony from the witness, Stephen Barry, or in determining, contrary to the appellee’s contentions on cross-appeal, that the appellant Stetson had properly claimed a fee fo…

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