WAYNE-DALTON CORPORATION, AN OHIO CORPORATION, APPELLANT,
v.
RONALD F. KLINGE AND ROBERT W. JONES, D/B/A H & K GARAGE DOORS, JOINTLY AND SEVERALLY, APPELLEES
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Florida appellate court reversed dismissal of suit against officers and stockholders of a dissolved corporation for open account debt, holding that liability questions should proceed to trial rather than be decided on a motion to dismiss.
Officers and stockholders of a dissolved corporation may be held personally liable for corporate debts when they assumed to act as a corporation without authority, and such liability questions must proceed to trial rather than be decided on a motion to dismiss.
[1] Officers and stockholders of a dissolved corporation may be held personally liable for corporate debts incurred while the corporation was dissolved when they assumed to a…
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Join FLexlaw to unlock all legal intelligenceWayne-Dalton Corporation sued Ronald Klinge and Robert Jones, officers and stockholders of a dissolved and subsequently reinstated corporation, for an…
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PER CURIAM.
Plaintiff appeals from the dismissal of its suit against officers and stockholders of a dissolved and subsequently reinstated corporation for an open account debt allegedly incurred while the corporation was dissolved.
The trial court’s dismissal, which followed the close of plaintiff's case-in-chief, was predicated on Commercial International Business Brokers Corp. v. Heller, 479 So. 2d 133 (Fla. 4th DCA 1985). From our review of the record, it appears that Heller is distinguishable in that the persons whose liability is sought in the present case were officers and stockholders of the dissolved corporation, allegedly assuming to act as a corporation without the authority to do so. Additionally, there is evidence that both officers were active with respect to the account with appellant, as indicated by their acknowledged signatures on the account agreement and their testimony. It appears that Mobil Oil Corp. v. Thoss, 385 So. 2d 726 (Fla. 5th DCA 1980), may be more on point.
Under these circumstances, we do not agree that the issue of liability should have been decided before all the evidence was presented. Accordingly, we reverse the order of dismissal, and remand for further proceedings not inconsistent with this opinion.
SCHEB, A.C.J., and LEHAN and SANDERLIN, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Harry Rich Corp. v. Ira Feinberg, 518 So. 2d 377 (Fla. 3d DCA 1987)…Mass.App. 1, 5, 448 N.E. 2d 1283, 1285 (1983). . The Second District agrees with this reading of the statute and follows Mobil Oil. Anderson v. Hillsborough Sheet Metal, Inc., 513 So. 2d 1359 [*381] (Fla. 2d DCA 1987); Wayne-Dalton Corp. v. Klinge, 506 So. 2d 52 (Fla. 2d DCA 1987). See Steve’s Equipment Service, Inc. v. Riebrandt, 121 Ill.App.3d 66, 76 Ill.Dec. 612, 459 N.E. 2d 21 (1984) (construing similar statute; liability when individual acted with actual or constructive knowledge of corporate nonexiste…
Authorities Cited
- Mobil OIL Corp. v. Thoss, 385 So. 2d 726 (Fla. 5th DCA 1980)
- Commercial Int'l Bus. Brokers Corp. v. Heller, 479 So. 2d 133 (Fla. 4th DCA 1985)