BARBARA ROSENBERG, APPELLANT,
v.
NORTH AMERICAN BIOLOGICALS, INC., B & J PROCESSING, INC., AND SPECIAL NUTRIENTS, INC., APPELLEES
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Florida appellate court reversed dismissal of wife's claims against corporations in which husband had substantial interest, holding that allegations of unpaid services and unauthorized stock issuance stated viable causes of action and were properly part of the dissolution proceeding.
A wife's allegations of unpaid services rendered to corporations in which her husband had a substantial interest and unauthorized stock issuance by those corporations state a cause of action against the corporations and are properly litigated as part of the dissolution proceeding rather than in separate actions.
[1] A spouse's claims against corporations in which the other spouse has a substantial interest, based on unpaid services and unauthorized stock transfers, are properly litig…
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Join FLexlaw to unlock all legal intelligence“the wife's actions against them inextricably woven into the dissolution proceeding, it was error for the trial court to find that the actions against the corporation, even if viable, be brought and litigated in a separate proceeding”
Court explaining why corporate claims must be litigated as part of dissolution rather than separately
In a dissolution proceeding, a wife alleged she rendered beneficial services to three corporations in which her husband had a substantial interest wit…
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PER CURIAM.
The wife’s allegations, while perhaps imprecise, that, inter alia, she rendered beneficial services to the defendants B & J Processing, Inc., Special Nutrients, Inc. and North American Biologicals, Inc. (NABI) (companies in which the husband had a substantial interest) for which she was unpaid; and that NABI without her authorization issued 25,600 shares of its stock to her husband in exchange for the wife’s one share of stock in NABI’s predecessor corporation, stated a cause of action against such corporations, so that dismissal was unwarranted. See Barkett v. Hotsy Corporation, 399 So. 2d 385 (Fla. 3d DCA 1981); Smallwood v. Moretti, 128 So. 2d 628 (Fla. 3d DCA 1961). See also Cook & Nichol, Inc. v. Plimsoll Club, 451 F. 2d 505 (5th Cir. 1971).
Moreover, since the husband’s intimacy with the defendant corporations is such as to make the wife’s actions against them inextricably woven into the dissolution proceeding, it was error for the trial court to find that the actions against the corporation, even if viable, be brought and litigated in a separate proceeding. Fields v. Fields, 160 Fla. 561, 35 So. 2d 722 (1948); Goldberg v. Goldberg, 309 So. 2d 599 (Fla. 3d DCA 1975). See also Freidus v. Freidus, 89 So. 2d 604 (Fla.1956); Feldman v. Feldman, 390 So. 2d 1231 (Fla. 3d DCA 1981); Couture v. Couture, 307 So. 2d 194 (Fla. 3d DCA 1975) (court not empowered to enter order against corporation not a party to the action).
Accordingly, the trial court’s order dismissing the wife’s action against the named corporations is reversed and the cause remanded for further proceedings.
Reversed and remanded.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Rosenberg v. Rosenberg, 511 So. 2d 593 (Fla. 3d DCA 1987)…PER CURIAM. Following this court’s opinion and decision in Rosenberg v. North American Biologicals, Inc., 413 So. 2d 435 (Fla. 3d DCA 1982), this matter came on for final hearing with several corporate defendants. After a protracted final hearing the trial court entered a judgment of dissolution of marriage, awarded the wife certain property and denied all relief agai…
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Hoecker v. Hoecker, 426 So. 2d 1191 (Fla. 4th DCA 1983)…ldman, 390 So. 2d 1231 (Fla. 3d DCA 1980), where the husband’s intimacy with the corporation makes the wife’s actions against them inextricably intertwined, the court should not dismiss the corporation. Rosenberg v. North American Biologicals, Inc., 413 So. 2d 435 (Fla. 3d DCA 1981). The parties’ course of conduct demonstrates a blending of marital and business partnerships. Both parties had access to the corporate checkbook and apparently paid corporate bills, mortgage installments, and personal expenses the…
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Mann v. Price, 434 So. 2d 943 (Fla. 2d DCA 1983)…of the individuals among themselves. The rights between the P.A. and its members that result from the mutual promises of the individuals and the P.A. are so inextricably woven as to be inseparable. Cf., Rosenberg v. North American Biologicals, Inc., 413 So. 2d 435 (Fla. 3d DCA 1982). AFFIRMED. GRIMES, A.C.J., and LEHAN, J., concur.…
Previewing 3 of 5 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Cook & Nichol, Inc. v. The Plimsoll Club, 451 F.2d 505 (5th Cir. 1971)
- Feldman v. Zena K. Feldman, 390 So. 2d 1231 (Fla. 3d DCA 1980)
- Hattie Virginia Fields v. Fields, 160 Fla. 561 (Fla. 1948)
- Couture v. Couture, 307 So. 2d 194 (Fla. 3d DCA 1975)
- Freidus v. Freidus, 89 So. 2d 604 (Fla. 1956)
- Smallwood v. Moretti, 128 So. 2d 628 (Fla. 3d DCA 1961)
- Goldberg v. Goldberg, 309 So. 2d 599 (Fla. 3d DCA 1975)
- Barkett v. The Hotsy Corp., 399 So. 2d 385 (Fla. 3d DCA 1981)