EAST AUTO SUPPLY COMPANY, INC., AND THE FRYDENBURG CORPORATION, APPELLANTS,
v.
ANCHOR MORTGAGE SERVICES, INC., APPELLEE
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
East Auto Supply and Frydenburg Corporation appealed a foreclosure judgment, challenging service of process on a temporarily dissolved corporation and the trial court's denial of a motion to dismiss for failure to post a cost bond. The Fourth District Court of Appeal affirmed the foreclosure judgment, holding that service was proper under Florida law and that the trial court did not abuse its discretion in denying the cost bond motion.
Service of process was proper because upon reinstatement, the corporation's existence is deemed to have continued without interruption under section 607.271(5), Florida Statutes, and the corporation is treated as if it had never been dissolved. The trial court did not abuse its discretion in denying the cost bond motion because there was insufficient basis in the record to conclude such an abuse occurred.
[1] A corporation's reinstatement validates service of process on its resident agent that occurred while the corporation was temporarily dissolved, as reinstatement is deemed…
[2] Service of process on a named resident agent of a dissolved corporation is not necessarily ineffective, even if service on a trustee is also a permissible method.
Previewing 2 of 4 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“upon reinstatement, the corporate existence is deemed to have continued without interruption”
Establishes the key statutory principle that dissolved corporations that are reinstated are treated as if they were never dissolved, validating service on the resident agent.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceFrydenburg Corporation was temporarily dissolved when process was served on its resident agent in a foreclosure action brought by Anchor Mortgage Serv…
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Corporate Reinstatement cases and more on FLexlaw
STONE, Judge.
This is an appeal by the defendant from a final judgment of foreclosure. The Frydenburg Corporation claims that process was improperly served on its resident agent while the corporation was temporarily dissolved. However, the corporation was subsequently timely reinstated. We therefore find that the trial court did not err in denying the defendant’s motion to quash service.
Section 48.101, Florida Statutes, provides:
Process against the directors of any corporation which is dissolved as trustees of the dissolved corporation shall be served on one or more of the directors of the dissolved corporation as trustees thereof and binds all of the directors of the dissolved corporation as trustees thereof.
The statute does not specify that service on a surviving trustee is the sole method of service. We can discern no legislative purpose nor public policy that could be served by holding that service on a named resident agent in such circumstances is ineffective. However, we need not reach that issue since section 607.271(5), Florida Statutes, provides that upon reinstatement, the corporate existence is deemed to have continued without interruption. The corporation is then treated as if it had never been dissolved. See Cosmopolitan Distributors, Inc. v. Lehnert, 470 So. 2d 738 (Fla. 3d DCA 1985), rev. denied, 486 So. 2d 596 (Fla.1986). See also LeLac Property Owners’ Association v. Routh, 493 So. 2d 1131 (Fla. 4th DCA 1986). (Corporation which has been involuntarily dissolved and then reinstated within three-year period allowed under section 607.297(3) may pursue a cause of action accruing after dissolution and before reinstatement.)
Additionally, appellants allege that the trial court erred in denying their motion to dismiss for failure of the plaintiff, a non-resident corporation, to post a cost bond pursuant to section 57.011, Florida Statutes.
The fact that plaintiff registered with the Secretary of State to do business in Florida does not obviate the necessity of compliance with the statute. See 1964 Op.Att’y. Gen.Fla. 064-179 (Dec. 15, 1964). However, there is insufficient basis in the record presented for this court to conclude that the trial judge abused his discretion. Cf Thompson v. Grosslaub, 109 Fla. 550, 147 So. 861, (Fla.1933) (trial court did not abuse discretion in denying motion to dismiss action for failure to timely post a cost bond, where bond was in fact actually posted); Wctxman v. Schwarz, 458 So. 2d 72 (Fla. 3d DCA 1984) (trial court abused discretion in dismissing action for failure to timely post bond, where non-resident tardily offers to post bond and face of complaint demonstrates sufficient assets for recovery of costs). Therefore, the final judgment of foreclosure is affirmed.
LETTS and GLICKSTEIN, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Gay Stoeffler v. Castagliola, 629 So. 2d 196 (Fla. 2d DCA 1993)…process, it controls the method to be utilized to serve a dissolved corporation. See Palm Harbor Special Fire Control Dist. v. Kelly, 516 So. 2d 249, 251 (Fla.1987). Additionally, in East Auto Supply Company, Inc. v. Anchor Mortgage Services, Inc., 502 So. 2d 976 (Fla. 4th DCA 1987), the Fourth District held that it was not error to serve the registered agent of a corporation while it was temporarily dissolved because once reinstated the corporation was deemed to have continued without interruption. It can b…
-
Polk Cnty. Rand Invs., Inc. v. State, 666 So. 2d 279 (Fla. 2d DCA 1996)
-
Wong v. Gonzalez & Kennedy, Inc., 719 So. 2d 937 (Fla. 4th DCA 1998)…tat. (1989), this court had questioned whether the provision for service on the directors of a dissolved corporation as trustees was the exclusive means of service on a dissolved corporation. See East Auto Supply Co. v. Anchor Mortgage Servs., Inc., 502 So. 2d 976 (Fla. 4th DCA 1987). Regardless of whether such service was the exclusive method under prior law, we agree with the Fifth District’s recent interpretation of the law after the revision to the business corporation act, as announced in Liszka v. Silv…
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Cosmopolitan Distribs., Inc. v. Lehnert, 470 So. 2d 738 (Fla. 3d DCA 1985)
- LeLAC Prop. Owners' Ass'n, Inc. v. Routh, 493 So. 2d 1131 (Fla. 4th DCA 1986)
- Thompson v. Grosslaub, 109 Fla. 550 (Fla. 1933)
- Waxman v. Norman K. Schwarz, P.A., 458 So. 2d 72 (Fla. 3d DCA 1984)