VISTA BAHL, ET VIR., SWIRE FLORIDA, INC., D/B/A GATEWAY SHOPPING CENTER & ASSOCIATED GENERAL INSURANCE CO., APPELLANTS,
v.
FERNANDINA CONTRACTORS, INC., APPELLEE
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This case addresses whether a plaintiff may sue a dissolved corporation for injuries occurring more than three years after the corporation's dissolution. The court affirmed the dismissal, holding that Florida's three-year winding-up statute only applies to claims existing at the time of dissolution, and the common law rule prohibiting suits against dissolved corporations applies when that period expires.
A plaintiff may not maintain an action against a dissolved corporation when the claim did not exist and legal action was not initiated within three years after the corporation's dissolution. Florida's three-year winding-up statute is inapplicable when that period has expired, and the common law rule prohibiting suits against dissolved corporations controls.
[1] A legal action may not be maintained against a dissolved corporation after the expiration of the statutory winding-up period, absent a specific statutory exception.
[2] Florida Statute § 607.297 provides a three-year winding-up period for claims existing or liabilities incurred prior to a corporation's dissolution.
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Join FLexlaw to unlock all legal intelligence“Florida Statute § 607.297 creates a three-year winding-up period as to claims existing against corporations which dissolve their legal entity.”
Establishes the statutory framework that modifies the common law rule against suing dissolved corporations.
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Join FLexlaw to unlock all legal intelligenceVista Bahl sustained injury in 1978 from falling over a defective curb at a shopping center owned and maintained by Swire Florida, Inc. Bahl sued Swir…
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WENTWORTH, Judge.
Appellants seek review of an order wherein appellee’s motion to quash service of process was granted, and an amended complaint and third party complaint were dismissed as to appellee; we affirm the order appealed.
Appellant Bahl sued co-appellant Swire, alleging that Swire owned and maintained a shopping center where Vista Bahl sustained injury upon falling over a defective curb. Appellant Bahl subsequently filed an amended complaint and Swire filed a third-party complaint, bringing appellee Fernan-dina into the litigation, based on allegations that Fernandina had negligently constructed the shopping center and created the alleged defective condition. After process was served appellee Fernandina moved to quash service and dismiss the complaints. The court granted the motion and dismissed the complaints against Fernandina.
Fernandina was a business entity which had been dissolved as a Florida corporation in 1973; appellant Bahl’s injury did not occur until 1978, and the complaints against Fernandina were not served until 1981. Florida Statute § 607.297 creates a three-year winding-up period as to claims existing against corporations which dissolve their legal entity. Appellants argue that since their claim was not existing at the time of Fernandina’s dissolution they should now be able to maintain this action against Fernan-dina.
At common law upon dissolution a corporation was for all purposes extinct and a legal action could not be maintained against a dissolved corporation. See Marinelli v. Weaver, 208 So. 2d 489 (Fla. 2d DCA 1968); also see Nelson v. Miller, 212 So. 2d 66 (Fla. 3d DCA 1968). This common law rule has been altered in many states by “prolongation” statutes; Florida Statute § 607.297 is such an enactment, providing for a three-year winding-up period at corporate dissolution whereby “any right or claim existing, or any liability incurred, pri-or to such dissolution” may be asserted by or against the corporation in a proceeding commenced within three years after legal dissolution. However, this statute is inapplicable in the present case since appellant Bahl’s injury did not occur, and legal action was not initiated, until more than three years after appellee Fernandina’s dissolution. Since the statutory three-year winding-up period has expired, the common law rule controls and a legal action may not be maintained against this dissolved corporation. Cf., Nelson. Although appellants attempt to invoke constitutional1 arguments, the present case is not an instance of legislative curtailment of a remedy, since at common law no such remedy existed.
Accordingly, the order appealed is affirmed.
McCORD and BOOTH, JJ., concur. . Article I, § 21, Florida Constitution: “The courts shall be open to any person for redress of any injury .... ”
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Wheeler v. Wheeler, Erwin & Fountain, P.A., 964 So. 2d 745 (Fla. 1st DCA 2007)…uish its debts. At common law, a legal action could not be maintained against a dissolved corporation because it ceased to exist as a legal entity. See Levine v. Levine, 734 So. 2d 1191, 1196 (Fla. 2d DCA 1999); Bahl v. Fernandina Contractors, Inc., 423 So. 2d 964, 965 (Fla. 1st DCA 1982). However, this rule has been altered in Florida insofar as “[a] dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affa…
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Fedonics W. Hollywood Corp. v. Barnett Bank OF S. Fla., N.A., 450 So. 2d 322 (Fla. 4th DCA 1984)…nforce in this litigation. Nonetheless, the statute has a peripheral effect as a limitation of another statutory period that we will discuss momentarily. Under somewhat similar circumstances our sister court in Bahl v. Fernandina Contractors, Inc., 423 So. 2d 964 (Fla. 1st DCA 1982), held that as to causes of action not preserved by the statute the common law applies and the rights are unenforceable by the dissolved corporation. In that case the injury occurred, and thus the cause of action arose, beyond the…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Nelson v. Miller, 212 So. 2d 66 (Fla. 3d DCA 1968)
- Marinelli v. Weaver, 208 So. 2d 489 (Fla. 2d DCA 1968)