WILLIAM A. FRIEDLANDER, TRUSTEE, ROBERT O. KLAUSMEYER, TRUSTEE, AND CHARLES M. LONG, TRUSTEE, AS TRUSTEES UNDER THE WILL OF JULIUS FLEISCHMANN, DECEASED, AND NEAPOLITAN ENTERPRISES, INC., A FLORIDA CORPORATION, APPELLANTS,
v.
J.W. DYCHES, INC., A FLORIDA CORPORATION, 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.
Appellants (trustees and a corporation) appealed a judgment awarding damages for breach of contract, claiming they were entitled to receive percentages of rents after the contract's termination. The appellate court reversed, holding that the contract terminated completely upon proper termination and did not entitle plaintiff to continuing compensation.
The court held that a reinstated corporation may bring lawsuits for causes of action based on facts arising before its reinstatement, but reversed the judgment because the contract did not entitle plaintiff to continuing compensation after defendant properly terminated it. The contract provided for continuing management services that were terminated upon the contract's termination, thus eliminating plaintiff's right to compensation.
[1] A corporation that has been reinstated after dissolution may prosecute a cause of action, even if the cause of action arose prior to its reinstatement.
[2] A contract that expressly permits termination by either party and states that the agreement will be of no further effect upon termination does not provide for continuing…
Previewing 2 of 3 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“Once the corporation has been reinstated ... it may then bring, defend, or intervene in any lawsuit, even one which is based on facts that arose prior to its reinstatement.”
Establishes that a reinstated corporation has the right to pursue causes of action based on pre-reinstatement facts, rejecting the defendant's statute of limitations argument.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceNeapolitan Enterprises, Inc., a corporation that had been dissolved and later reinstated, entered into a contract with J.W. Dyches, Inc. whereby Neapo…
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 Contract Termination cases and more on FLexlaw
LEHAN, Judge.
This is an appeal by defendant from a final judgment in favor of plaintiff for damages for breach of contract. The damages awarded represented sums claimed to be due to plaintiff under a contract with defendant pursuant to which plaintiff was to receive percentages of rents collected for rentals of defendant’s property which had been procured by plaintiff. We reverse.
During the pendency of this litigation plaintiff corporation had been dissolved by the Secretary of State for failure to file an annual report and to pay the required filing fee. The dissolution then continued for more than three years prior to the corporation’s reinstatement. We do not agree with defendant’s contention that because section 607.297, Florida Statutes (1989), places a three-year statute of limitations upon the ability of a corporation to prosecute a cause of action after the corporation’s dissolution, plaintiff was not entitled to pursue the cause of action.
In contrast to the facts of this case, section 607.297 applies to dissolved corporations which have not been reinstated. Cosmopolitan Distributors, Inc. v. Lehnert, 470 So. 2d 738, 740 (Fla. 3d DCA 1985). See also LeLac Property Owners’ Ass’n, Inc. v. Routh, 493 So. 2d 1131 (Fla. 4th DCA 1986). “Once the corporation has been reinstated ... it may then bring, defend, or intervene in any lawsuit, even one which is based on facts that arose prior to its reinstatement.” Cosmopolitan, 470 So. 2d at 740.
We reverse because we conclude that plaintiff was not contractually entitled to continue to receive percentages of rents under the contract after the contract was terminated by defendant. The contract specifically provided that “[t]his Agreement can be terminated at any time by either ... [party]; and whereupon this Agreement will be of no further effect.” The contract did not provide for continuing compensation to plaintiff after its termination. Nor did it have the effect of providing that compensation would be earned by plaintiff when rentals were procured. To the contrary, it provided for continuing management services by plaintiff after the rentals had been procured, which services were terminated upon the proper termination of the contract by defendant thus effectively terminating plaintiff’s right to compensation. See Cueto v. John Allmand Boats, Inc., 334 So. 2d 30 (Fla. 3d DCA 1976).
Compare E.H. Crump of Florida, Inc. v. Aikin, 571 So. 2d 1353 (Fla. 2d DCA 1990) (former employee entitled to post-termination compensation when under employment contract the compensation was earned prior to termination and was not to be for continuing services).
Reversed and remanded for entry of judgment in favor of defendant.
SCHOONOVER, C.J., and FRANK, J., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Triple T., Inc. v. Mohammad Jaghory, 612 So. 2d 642 (Fla. 4th DCA 1993)…d. (emphasis added). This statute has been interpreted as allowing a reinstated corporation to “bring, defend, or intervene in any lawsuit, even one which is based on facts that arose prior to its reinstatement.” Friedlander v. J. W. Dyches, Inc., 582 So. 2d 56, 57 (Fla. 2d DCA), review denied, 591 So. 2d 182 (Fla. 1991). See also LeLac Property Owners’ Ass’n, Inc. v. Routh, 493 So. 2d 1131 (Fla. 4th DCA 1986); Cosmopolitan Distributor, Inc. v. Lehnert, 470 So. 2d 738 (Fla. 3d DCA 1985), review denied, 486…
-
Gulfstream Homes OF Tampa, Inc. v. Crawford, 583 So. 2d 704 (Fla. 2d DCA 1991)…howing otherwise, and of course the burden of showing entitlement to the commissions was on plaintiff. Thus, it was not proved that at the time her employment was terminated plaintiff had earned the commissions. See Friedlander v. J.W. Dyches, Inc., 582 So. 2d 56 (Fla. 2d DCA 1991). Compare E.H. Crump of Florida, Inc. v. Aikin, 571 So. 2d 1353 (Fla. 2d DCA 1990) (former employee entitled to post-termination compensation when under employment contract the compensation was earned prior to termination and was n…
Authorities Cited
- Cosmopolitan Distribs., Inc. v. Lehnert, 470 So. 2d 738 (Fla. 3d DCA 1985)
- Cueto v. John Allmand Boats, Inc., 334 So. 2d 30 (Fla. 3d DCA 1976)
- LeLAC Prop. Owners' Ass'n, Inc. v. Routh, 493 So. 2d 1131 (Fla. 4th DCA 1986)
- E.H. Crump OF Fla., Inc. v. Aikin, 571 So. 2d 1353 (Fla. 2d DCA 1990)