DOUGLAS W. ANDERSON D/B/A MR. AIR OF TAMPA, INC., APPELLANT,
v.
HILLSBOROUGH SHEET METAL, INC., APPELLEE
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Anderson, president of a dissolved corporation, incurred debts on behalf of Mr. Air while it was involuntarily dissolved. The court affirmed summary judgment holding Anderson personally liable under Florida statutes imposing personal liability on directors, officers, and agents who act on behalf of a dissolved corporation.
A corporate director, officer, or agent who has control of the business and knew or should have known of the corporation's dissolution is personally liable for debts incurred during the period between dissolution and reinstatement under Florida Statutes sections 607.397 and 607.271(5).
[1] Officers and directors who conduct business in the name of a corporation after its involuntary dissolution are personally liable for debts incurred during that period.
[2] Florida statutes impose personal liability on directors, officers, or agents of a corporation for actions taken between the date of dissolution and the date of reinstatem…
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Join FLexlaw to unlock all legal intelligence“All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.”
Establishes the statutory basis for imposing personal liability on those acting on behalf of a dissolved corporation under Fla. Stat. § 607.397.
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Join FLexlaw to unlock all legal intelligenceMr. Air of Tampa, Inc. was involuntarily dissolved in December 1982 for failure to file an annual report. Anderson, the corporation's president, conti…
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SCHEB, Acting Chief Judge.
Appellant, Douglas W. Anderson, challenges the granting of summary judgment to appellee Hillsborough Sheet Metal, Inc., in an action seeking a money judgment. We affirm.
Anderson is president of Mr. Air of Tampa, Inc. (Mr. Air), a Florida Corporation, which was involuntarily dissolved in December 1982 for failure to file an annual report.
Nevertheless, Anderson continued to operate the business and between February and April 1984, he bought materials from the appellee using the name of Mr. Air. The materials were not paid for, and appellee sued Anderson for payment of $6,026.04, the amount owed on the account.
The trial court granted appellee’s motion for summary .judgment against Anderson personally. The court based its decision on the fact that Mr. Air was involuntarily dissolved when the debts were incurred and that the Florida legislature intended, by adopting sections 607.271(5) and 607.397, Florida Statutes (1985), to impose personal liability upon directors, officers, or agents of the corporation for events occurring between dissolution and reinstatement.
Anderson argues that he is not personally liable for the debts incurred by Mr. Air during its period of involuntary dissolution. He contends that absent a showing of fraud or reliance upon the credit of an individual, a corporate officer is not liable for the corporate debts. In support of his argument Anderson cites Spector v. Hart, 139 So. 2d 923 (Fla. 2d DCA 1962), and Russell v. Gans, 275 So. 2d 270 (Fla. 3d DCA 1973).
Both cases, however, were decided prior to the enactment of Florida’s General Corporation Act in 1975. The act provides that “All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.” § 607.397, Fla.Stat. (1985).
The act also provides that the reinstatement of an involuntarily dissolved corporation shall have no effect on any personal liability of the directors, officers, or agents of the corporation for actions taken during the period between dissolution and reinstatement. § 607.271(5), Fla.Stat. (1985).
We agree with the reasoning of the fifth district in Mobil Oil Corp. v. Thoss, 385 So. 2d 726 (Fla. 5th DCA 1980). In Mobil Oil the court, dealing with a fact situation identical to the one here, held that the intent of sections 607.397 and 607.271(5) is to impose personal liability upon those di rectors, officers, or agents who have control of the business and knew, or should have known, of the dissolution. Anderson filed two affidavits in opposition to appel-lee’s motion for summary judgment; neither asserted that he did not know that the corporation had been dissolved.
Moreover, there is no dispute that Anderson was at all times the president and an active officer and director of Mr. Air.
Therefore, there was no genuine issue of any material fact, and appellee was entitled to the judgment as a matter of law. Fla.R.Civ.P. 1.510(c).
Anderson’s reliance on Futch v. Southern Stores, Inc., 380 So. 2d 444 (Fla. 1st DCA 1979), is also misplaced. In Futch the plaintiff sought to assert the personal liability of an inactive officer of the corporation, and the contract in question had been entered by another officer. Here, as in Mobil Oil, the person being held liable entered into the contract with the plaintiff, and was an active officer of the corporation.
Affirmed.
CAMPBELL and THREADGILL, JJ., concur.
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Harry Rich Corp. v. Ira Feinberg, 518 So. 2d 377 (Fla. 3d DCA 1987)…hat a creditor to recover from an individual must prove that it relied on the individual’s assets. Instead, because Futch, unlike Feinberg, never acted at all, much less assumed to act as a corporation, see Anderson v. Hillsborough Sheet Metal Inc., 513 So. 2d 1359 (Fla. 2d DCA 1987), we read Futch to stand for the proposition that a creditor to recover from an individual who has not acted on behalf of the corporation must prove that it relied on the individual’s assets. Since Feinberg clearly acted on behalf…1 / 2
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Walsh v. The Promenade AT Inverrary, 528 So. 2d 1379 (Fla. 4th DCA 1988)…had been dissolved, nor proof of any reliance by the plaintiff on any specific acts or conduct of the individual defendants. See, e.g., Harry Rich Corp. v. Feinberg, 518 So. 2d 377 (Fla. 3d DCA 1987). Cf. Anderson v. Hillsborough Sheet Metal, Inc., 513 So. 2d 1359 (Fla. 2d DCA 1987); Mobil Oil Corp. v. Thoss, 385 So. 2d 726 (Fla. 5th DCA 1980). Therefore, that portion of the final judgment against John H. Walsh, Jr., and Helen B. Walsh is reversed. In all other respects, the final judgment is affirmed. We r…
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Terranova Corp. v. Fried, 548 So. 2d 270 (Fla. 3d DCA 1989)…clude that the use of this language reflects an intent to limit the statute’s application to those persons who knew or, because of their position, should have known of the dissolution. Id. at 380, see also Anderson v. Hillsborough Sheet Metal Inc., 513 So. 2d 1359 (Fla. 2d DCA 1987) (adopting reasoning of Mobil Oil that, despite absence of fraud or reliance upon the credit of individual, active officer/president who entered into materials contract during period of involuntary corporate dissolution and who fai…
Previewing 3 of 7 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Mobil OIL Corp. v. Thoss, 385 So. 2d 726 (Fla. 5th DCA 1980)
- Spector v. Hart, 139 So. 2d 923 (Fla. 2d DCA 1962)
- Silas Gibson v. Ratcliff, 380 So. 2d 444 (Fla. 1st DCA 1979)
- Zeph Futch v. S. Stores, Inc., 380 So. 2d 444 (Fla. 1st DCA 1979)
- Russell v. Gans, 275 So. 2d 270 (Fla. 3d DCA 1973)