JOHN E. DOWNEY, APPELLANT,
v.
THE SURF CLUB APARTMENTS, INC., A FLORIDA CORPORATION, APPELLEE

Fla. 3d DCA | 1996-01-17
No. 93-2282
Before HUBBART, BASKIN and COPE, JJ.
667 So. 2d 414 Florida District Court of Appeal, Third District (1996)

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Synopsis

In this cooperative apartment dispute, the Florida District Court of Appeal affirmed summary judgment for Surf Club Apartments, Inc., holding that a cooperative apartment resident's ownership interest is solely dependent on stock ownership in the corporation, and that sale of stock divests all real property interests in the apartment complex.


Holding

Upon sale of his stock in the cooperative corporation, Downey divested himself of all ownership and real property interest in the complex, including permissive use of his room. The room reverted to the plaintiff corporation. Downey never obtained a perfected leasehold interest because the 1977 Board resolution was never effectuated by execution of appropriate documents, and the resolution only applied to shareholders.


Headnotes

[1] Ownership interest in a cooperative apartment is derived solely from ownership of stock in the cooperative corporation.

[2] Sale of stock in a cooperative corporation divests the seller of all ownership and real property interest in the cooperative apartment complex.

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Key Quotes

“a person can have no ownership interest in a cooperative apartment aside from his/her ownership of stock in the corporation”

Establishes the fundamental principle that cooperative apartment ownership is entirely dependent on stock ownership in the corporation

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Facts & Procedural History

John E. Downey was a resident of the Surf Club Apartments cooperative complex who owned stock in the plaintiff corporation. In 1977, the Board of Dire…

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Opinion of the Court
PER CURIAM.

PER CURIAM.

We grant the motion for rehearing filed by the plaintiff Surf Club Apartments, Inc., withdraw our previous opinion filed in this cause, and substitute the following opinion.

This is an appeal by the defendant John E. Downey from an adverse final summary judgment on (a) a declaratory decree action filed by the plaintiff Surf Club Apartments, Inc., and (b) the defendant’s counterclaim for breach of lease, unlawful eviction, and other relief. We affirm, based on a holding that (1) upon the defendant’s sale of his shares of stock in the cooperative apartment complex owned and operated by the plaintiff corporation, the defendant divested himself of all ownership in the plaintiff corporation and, accordingly, all real property interest in the subject cooperative apartment complex, including defendant’s permissive use of room 202; and (2) upon such sale, room 202 reverted to the plaintiff coloration.

We reach this result because, simply stated, a person can have no ownership interest in a cooperative apartment aside firom his/her ownership of stock in the corporation. See In re Estate of Wartels, 357 So. 2d 708, 709 (Fla.1978); 4B Richard R. Powell, Powell on Real Property § 632.4 (Patrick J. Rohan ed., 1993).

Because the defendant was never issued any stock which carried with it the right to lease the subject room, he never had any real property interest therein; his stock solely entitled him to the use of his apartment and he has since sold this stock, which terminated his real property interest in the cooperative apartment complex. Indeed, the plaintiff corporation expressly notified the defendant by letter prior to such sale that upon the sale the defendant would not be able to retain any ownership rights in the room.

It is true that in 1977, the Board of Directors of the Surf Club Apartments, Inc. passed a resolution authorizing the corporation’s president to execute appropriate documents so as to give a leasehold interest in certain rooms in the apartment complex to those apartment owners — including the defendant — who were being treated as “room owners” by the plaintiff corporation. No subsequent action, however, was ever taken by the president to execute such documents; hence, the defendant never obtained a perfected leasehold interest in the subject room, and, accordingly, he had no authority to transfer it.

Moreover, the resolution was specific that the subject transfer was authorized only between Surf Club owners, i.e., shareholders in Surf Club Apartments, Inc. Upon the sale of his stock in the Surf Club Apartments, Inc., the defendant was no longer a shareholder therein and was, accordingly, no longer covered by the 1977 resolution.

Affirmed.


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