WILLARD K. RANDOLPH AND RANDOLPH ENTERPRISES, INC., A FLORIDA CORPORATION, APPELLANT,
v.
SUSAN A. RANDOLPH, APPELLEE

Fla. 5th DCA | 1993-11-19
No. 92-2475
PETERSON and DIAMANTIS, JJ., concur.
626 So. 2d 342 Florida District Court of Appeal, Fifth District (1993) Positive Treatment
Cited by 2 cases

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Synopsis

In this equitable distribution case arising from a short marriage, the Fifth District Court of Appeal addressed how to value the enhanced value of a closely held corporation (Randolph Enterprises, Inc.) owned solely by the husband. The court held that the trial court's method of distribution was flawed because it failed to account for corporate liabilities (outstanding refining fees) and used incorrect valuation dates when calculating the appreciation in business value.


Holding

The trial court's method was flawed in two respects: (1) it failed to account for corporate liabilities, specifically the outstanding refining fees owed to Eastern Smelting & Refining, which reduced the actual value of the assets; and (2) it used improper valuation dates when calculating business appreciation. To properly value the enhanced value of the business, courts must determine the corporation's value at both the date of marriage and the date of filing for dissolution, accounting for both assets and liabilities.


Headnotes

[1] The enhanced value and appreciation of a closely held corporation's stock during a marriage are considered marital assets subject to equitable distribution.

[2] In determining the equitable distribution of a corporation's enhanced value, a court must consider both the corporation's assets and its liabilities.

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Key Quotes

“First, the value of a corporation is not determined solely by the value of its assets but also by the amount of its liabilities. In awarding the wife a percentage of the gold and silver, the court failed to consider the refining charges against those assets.”

Establishes the fundamental principle that corporate valuation for equitable distribution must account for liabilities, not just assets.

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Facts & Procedural History

The parties were married for just over four years with no children. The husband owned and operated Randolph Enterprises, Inc., a closely held corporat…

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Opinion of the Court
HARRIS, Chief Judge.

HARRIS, Chief Judge.

The issue on this appeal concerns the manner in which the court equitably distributed the enhanced value of the assets of a closely held corporation owned solely by the husband.1

The parties were married for just over four years; no children were born of the marriage, and during the marriage the wife was self-employed. Also during the marriage and to the present, the husband has been employed by the federal government and, as a sideline, owned (before marriage) and operated as the sole shareholder, director and officer, Randolph Enterprises, Inc. (“REI”), a closely held corporation in the business of breaking down salvaged computer components to extract their gold and silver. Once broken down, the parts were shipped to Eastern Smelting & Refining (“Eastern”) for refining. The gold and silver thus refined from the parts was kept on account with Eastern who maintained a continuing offer to purchase the metal. At the time of filing the petition for dissolution, the metal was held on account in the name of REI, subject to a refining fee owed Eastern in the amount of $23,521.20.

The court stated its intent to distribute the “enhanced value and appreciation of the common stock” from the date of marriage until the date of fifing the dissolution action. We agree that this was a “marital asset.” Instead, however, the court gave the wife a percentage of that portion of the gold and silver in the account that exceeded the amount that was on deposit on the date of the marriage. The husband contends that this method of equitable distribution was flawed because the court failed to consider the outstanding refining fees which Eastern ultimately deducted from the REI inventory. We agree. This method also fails to consider that, while there was less gold and silver on deposit on the date of marriage, its unit value was considerably higher than on the date of the fifing of the dissolution.

We assume that the court intended, as its order indicates, to award the wife a percentage of the “enhanced value” or “appreciation” of the value of the business. If so, the court overlooked two points. First, the value of a corporation is not determined solely by the value of its assets but also by the amount of its liabilities. In awarding the wife a percentage of the gold and silver, the court failed to consider the refining charges against those assets. Second, although the value of the corporation can be determined (generally)2 by totaling the assets and deducting the liabilities, in determining the increase in value it is most important to determine the value of the business at the appropriate times.

For example, the trial court’s award to the wife, which was based solely on the increase in the amount of metals (valued as of the date of filing) was $25,002.50. The award to the wife, based on the increased value of the business from the date of marriage until the filing of the dissolution and taking into account the unpaid refining charges, would be $19,671. We recognize that the parties failed to present proper evidence as to the value of the gold and silver on the date of marriage. For some reason, their valuation date was shortly before the marriage for the silver and shortly after the marriage for the gold. In our example, we have assumed the values so indicated would have been the same on the date of marriage. On remand, the court may either apply the wife’s percentage to the increased value of the business between the date of marriage and the date of dissolution, leaving it to the parties to subsequently determine that value, or may take additional evidence to establish that value.

AFFIRMED in part; REVERSED in part and REMANDED for further action consistent with this opinion.

PETERSON and DIAMANTIS, JJ., concur. . We find the husband’s other issues to be without merit.

. We are not concerned in this case with the value of goodwill or fixed assets.


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Citator

Cited By

  • Bair v. Bair, 214 So. 3d 750 (Fla. 2d DCA 2017)
    …orrect because the value of any company comprises all the company’s assets and liabilities. To attempt to value a company while excluding several major assets owned by it, as the trial court did here, is plain error. See, e.g., Randolph v. Randolph, 626 So. 2d 342, 343 (Fla. 5th DCA 1993) (noting that the value of a corporation is determined by both the value of all its assets and the amount of its liabilities and that it is error to exclude either one). In other words, the sum of all parts, not a select few,…
  • Kelley v. Kelley, 656 So. 2d 1343 (Fla. 5th DCA 1995)
    …l evidence if the record is insufficient. Scott v. Scott, 643 So. 2d 1124, 1126 (Fla. 4th DCA 1994); Livingston v. Livingston, 633 So. 2d 1162, 1164 (Fla. 1st DCA 1994); Thibault v. Thibault, 632 So. 2d 261 (Fla. 1st DCA 1994); Randolph v. Randolph, 626 So. 2d 342 (Fla. 5th DCA 1993); Dozier v. Dozier, 606 So. 2d 477 (Fla. 1st DCA 1992); Glover v. Glover, 601 So. 2d 231 (Fla. 1st DCA 1992); Moon v. Moon, 594 So. 2d 819 (Fla. 1st DCA 1992); Huntley v. Huntley, 578 So. 2d 890 (Fla. 1st DCA 1991); Turner v. Turn…

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