JAMES H. WALSH, JR., AND HELEN B. WALSH, AS MEMBERS OF THE LAST BOARD OF DIRECTORS OF JABAR ENTERPRISES, INC., A DISSOLVED FLORIDA CORPORATION, JABAR ENTERPRISES, INC., A FLORIDA CORPORATION, JAMES H. WALSH, JR., GUARANTOR, AND JOHN T. MCGOVERN, APPELLANTS,
v.
THE PROMENADE AT INVERRARY, A FLORIDA JOINT VENTURE PARTNERSHIP, APPELLEE
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The court held that individual directors are not personally liable for rent due under a corporate lease during the period of corporate dissolution if there's insufficient evidence they acted on behalf of the corporation and lacked knowledge of dissolution.
A corporation, initially in good standing, leased property and was later dissolved for failure to file an annual report. The corporation was subsequen…
The full statement of facts, procedural history, and disposition for this case are member content.
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STONE, Judge.
We reverse that portion of the final judgment finding the individual defendants liable for rent due under a corporate lease during the period the corporation was dissolved for failure to file an annual report. The corporation was in good standing at the time the lease was executed, and was subsequently reinstated.
Upon a review of the record, we conclude that there was insufficient evidence indicating that, during the period of dissolution, the individual directors assumed to act on behalf of the corporation with respect to the lease, and thus the reinstatement of the corporation did not affect the personal liability of the directors. See §§ 607.271 & 607.397, Fla.Stat. (1985). Additionally, we note that there was no proof that the individual defendants knew or should have known that the corporation 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 remand for entry of an amended final judgment.
DOWNEY and LETTS, JJ., concur.
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Terranova Corp. v. Fried, 548 So. 2d 270 (Fla. 3d DCA 1989)…obil Oil, 385 So. 2d at 727 (imposing personal liability upon corporation president who knew or should have known of dissolution and who, during dissolution period, purchased fuel oil in name of corporation); but see Walsh v. Promenade at Inverrary, 528 So. 2d 1379 (Fla. 4th DCA 1988) (individual corporate directors held not personally liable under pre-dissolution contract for rent incurred during involuntary dissolution period where there was no proof that defendants knew or had reason to know that corporatio…
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Barrie v. Buchsbaum, 547 So. 2d 1009 (Fla. 3d DCA 1989)…ble for actions taken on behalf of a dissolved corporation if they “knew or, because of their position, should have known of the dissolution.” Mobil Oil Corp. v. Thoss, 385 So. 2d 726, 727 (Fla. 5th DCA 1980); accord Walsh v. Promenade at Inverrary, 528 So. 2d 1379 (Fla. 4th DCA 1988); Anderson v. Hillsborough Sheet Metal, Inc., 513 So. 2d 1359 (Fla. 2d DCA 1987); see also Harry Rich Corp. v. Feinberg, 518 So. 2d 377 (Fla. 3d DCA 1987); but see Futch v. Southern Stores, Inc., 380 So. 2d 444 (Fla. 1st DCA 1979)…
Authorities Cited
- Mobil OIL Corp. v. Thoss, 385 So. 2d 726 (Fla. 5th DCA 1980)
- Anderson v. Hillsborough Sheet Metal, Inc., 513 So. 2d 1359 (Fla. 2d DCA 1987)
- Harry Rich Corp. v. Ira Feinberg, 518 So. 2d 377 (Fla. 3d DCA 1987)