AARON GOLDMAN, ARNOLD GOLDMAN, AND RCD STRUCTURES, INC., APPELLANTS,
v.
WEN F. CHANG, APPELLEE
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A trial court cannot enter a damages award when arbitrators explicitly stated they did not intend to award damages and only determined ownership percentages.
Shareholders formed a corporation, and one shareholder later sued the others for diluting his interest by improperly issuing new stock. The parties ag…
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PER CURIAM.
Wen Chang, Arnold Goldman, and Aaron Goldman formed RCD Structures, Inc., with each acquiring one share of par value stock. This action commenced eight years later in the circuit court on Wen Chang’s complaint for an accounting, to set aside the improper issuance of stock by Arnold and Aaron Goldman, and monetary compensation for the alleged dilution of his shareholder interest. Later the parties agreed to binding arbitration.
After a hearing, the arbitrators found, among other things, that the Goldmans had issued new and additional shares to themselves without notice to Chang and as a result had diluted his interest in the corporation. By the arbitration award, Chang’s beneficial interest was restored to 33½% “with a value of ... ($28,245.00), plus interest calculated through December 31, 1990 ... for a total valuation of ... ($60,-445.00).” The trial court requested the arbitrators to clarify “whether [they] intended to enter a damage award, and if so, against which parties_” The arbitrators responded: a) they did not intend to enter a damage award, and b) they had computed only the value of Chang’s inter est in the capital stock as of June 30, 1980. Nevertheless, the trial court entered a judgment awarding the plaintiff $64,552.30 including prejudgment interest, from which this appeal is brought. We reverse.
Where the arbitration panel responded to the trial court that it intended only to fix the plaintiff’s percentage of ownership in the small corporation, but did not intend to award damages, the trial court was without power, authority, or jurisdiction to enter an award of damages. See Fraternal Order of Police v. City of Miami, 598 So. 2d 89 (Fla. 3d DCA 1992) (court will never undertake to substitute its judgment for that of the arbitrators).
Reversed and remanded with instructions to enter a judgment in accordance with the arbitration award.
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Fla. Power Corp. v. City OF Casselberry, 793 So. 2d 1174 (Fla. 5th DCA 2001)…s boundaries has the right to have the price determined by appraisal under the provisions of the franchise ordinance); see also Paneson v. Paneson, 723 So. 2d 385 (Fla. 2d DCA 1999) (arbitrators determined value of marital assets); Goldman v. Chang, 622 So. 2d 30 (Fla. 3d DCA 1993) (arbitrators determined value of stock). The 1971 franchise provided that the parties would submit to arbitration on the sole [*1180] issue of the valuation of FPC distribution assets located within the city limits of Cas-selberry…
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Avatar Props., Inc. v. N.C.J. Inv. Co., 848 So. 2d 1259 (Fla. 5th DCA 2003)…not pertinent to the resolution of the issue submitted to arbitration). We also reject Avatar’s claim that it would have been proper for the trial court to expand upon the arbitration award in order to give “complete relief.” See Goldman v. Chang, 622 So. 2d 30 (Fla. 3d DCA 1993) (trial court was without power, authority, or jurisdiction to enter an award of damages where arbitration panel had not intended to do so). On cross appeal, N.C.J. argues that the court erred in confirming the award because the a…
Authorities Cited
- Fraternal Order OF Police v. City OF Miami, 598 So. 2d 89 (Fla. 3d DCA 1992)