ROBERT M. SNIBBE, RONALD TINLIN, DOUGLAS ALLAN, JOSEPH NICOLAZZO, AND ROBERT D. WILLIAMS, APPELLANTS,
v.
THE NAPOLEONIC SOCIETY OF AMERICA, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION, AND PROCTOR JONES, APPELLEES; ROBERT M. SNIBBE, RONALD TINLIN, DOUGLAS ALLAN, JOSEPH NICOLAZZO, ROBERT D. WILLIAMS, WALTER ETLING, AND THE NAPOLEONIC SOCIETY OF AMERICA FOUNDATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION, APPELLANTS, V. THE NAPOLEONIC SOCIETY OF AMERICA, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION, AND PROCTOR JONES, APPELLEES

Fla. 2d DCA | 1996-09-25
Nos. 95-03943, 95-03949 and 95-04433
WHATLEY, J., and SCHEB, JOHN M., Senior Judge, concur.
682 So. 2d 568 Florida District Court of Appeal, Second District (1996) Negative Treatment
Cited by 35 cases

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Holding

The court held that personal jurisdiction was lacking over nonresident officers acting within their corporate capacity, and that the injunctions lacked sufficient factual findings to support their issuance.


Headnotes

[1] The "corporate shield" doctrine protects nonresident corporate officers from personal jurisdiction when their actions were taken solely within their corporate capacity.

[2] A plaintiff seeking personal jurisdiction over a nonresident defendant must present evidence refuting the defendant's affidavits denying personal business conduct in the…

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Facts & Procedural History

Appellees sought injunctive relief against appellants, including nonresident officers of a nonprofit organization, to prevent harm to the organization…

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Opinion of the Court
PATTERSON, Acting Chief Judge.

PATTERSON, Acting Chief Judge.

This case revolves around a dispute pertaining to the election of members of the board of directors and control of the Napoleonic Society of America, Inc. (the Society). The Society, a nonprofit organization with over 1,800 members and substantial assets, was formed to stimulate interest in the study of Napoleon. The Napoleonic Society of America Foundation, Inc. (the Foundation) is a supporting organization which raises funds for the operation of the Society. Appellees Proctor Jones and the Society sought injunctive relief to prevent irreparable harm to the Society’s tax exempt status, the Society’s financial resources, and the goals and objectives of the Society’s members.

The trial court entered a “Preliminary Injunction” and “Supplemental Preliminary Injunction” against appellants Robert Snibbe, Ronald Tinlin, Douglas Allan, Joseph Nicolazzo, Robert Williams, and Walter Etling. The injunctions prohibited the individual appellants from taking any actions on behalf of the Society or Foundation and required them to deliver corporate documents to the appellees.

We reverse as to four of the appellants on the issue of personal jurisdiction, and as to the remaining appellants, we reverse based on the lack of findings to support injunctive relief.

First, we address jurisdiction over the nonresident defendants Tinlin, Allan, Ni-colazzo, and Williams. The appellees sued the nonresidents as individuals, not as officers and directors of the Society and the Foundation. The appellees sought personal jurisdiction over these four nonresident officers and directors pursuant to section 48.193(l)(a), Florida Statutes (1995). The court ruled that it had jurisdiction because the nonresidents were personally in Florida and they were conducting business for a Florida corporation.

However, the nonresidents filed affidavits stating that they were residents of other states and did not personally conduct business in Florida. Once the nonresidents filed these affidavits, the burden shifted to the appellees to put forth evidence to refute the allegations. See Morgan v. Morgan, 679 So. 2d 342 (Fla. 2d DCA 1996).

The “corporate shield” doctrine draws a “distinction between a corporate officer acting on one’s own and a corporate officer acting on behalf of one’s corporation.” Doe v. Thompson, 620 So. 2d 1004, 1006 (Fla.1993). Because the nonresidents were acting in their corporate capacity, section 48.193 is not applicable and the court did not have personal jurisdiction over them. See Doe, 620 So. 2d at 1006 (nonresident president of corporation not subject to personal jurisdiction under section 48.193 when president’s actions were within scope of his employment). Thus, the trial court should have granted the nonresidents’ motion to quash service of process and abate for lack of personal jurisdiction. On remand, the trial court shall dismiss the action as to the four nonresidents.

As to the remaining appellants, we turn to the issue of findings necessary to support injunctive relief. The elements for a temporary injunction are: “1) the likelihood of irreparable harm; 2) the unavailability of an adequate remedy at law; 3) substantial likelihood of success on the merits; and 4) considerations of the public interest.” Richard v. Behavioral Healthcare Options, Inc., 647 So. 2d 976, 978 (Fla. 2d DCA 1994).

Florida Rule of Civil Procedure 1.610(c) provides that every injunction must specify the reasons for its entry. The findings must “do more than parrot each tine of the four-prong test.” City of Jacksonville v. Naegele Outdoor Advertising Co., 634 So. 2d 750, 754 (Fla. 1st DCA 1994), approved, 659 So. 2d 1046 (Fla.1995).

The findings to support each of the four elements must be clear, definite, and unequivocal. Richard, 647 So. 2d at 978; Naegele, 634 So. 2d at 754.

Here, the temporary injunctions do not make specific factual findings as to the four elements necessary to support their issuance. The written orders incorporate by reference the court’s oral findings at the hearings of September 1, 1995, and October 2, 1995. A review of the hearing transcripts reveal, however, that the trial court did not make oral findings specific to the four elements. Thus, as to the remaining appellants, Snibbe, Etling, and the Foundation, we reverse the temporary injunctions. On remand, the trial court shall search the record and determine whether it can make appropriate findings and enter proper orders delineating the specific reasons that the appellees are entitled to injunctive relief.

Reversed and remanded.

WHATLEY, J., and SCHEB, JOHN M., Senior Judge, concur.


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Citator

Cited By (18 total)

  • Yardley v. Ina Marie Albu, 826 So. 2d 467 (Fla. 5th DCA 2002)
    …ons. Thus, reciting legal aphorisms or parroting the essential criteria of a temporary injunction and proclaiming that they have been established, as the trial court did in the instant case, will not suffice. Snibbe v. Napoleonic Soc’y of Am., Inc., 682 So. 2d 568 (Fla. 2d DCA 1996); City of Jacksonville v. Naegele Outdoor Adver. Co., 634 So. 2d 750 (Fla. 1st DCA 1994). Accordingly, we conclude that the order granting the temporary injunction must be reversed and this case remanded to the trial court with ins…
    1 / 2
  • Phantom OF Clearwater, Inc. v. Pinellas Cnty., 894 So. 2d 1011 (Fla. 2d DCA 2005)
    …od of irreparable harm, (2) unavailability of an adequate legal remedy, (3) substantial likelihood of succeeding on the merits, and (4) support for the injunction within considerations of public interest. See Snibbe v. Napoleonic Soc’y of Am., Inc., 682 So. 2d 568, 570 (Fla. 2d DCA 1996). Here, the order denying the mo [*1015] tion for temporary injunction did not resolve the issues in accordance with rule 1.610. Instead, it provided the equivalent of a one-sentence declaratory judgment on the merits of the c…
  • Kitroser v. Hurt, 85 So. 3d 1084 (Fla. 2012)
    …a and commits a tort in Florida, one is subject to the personal jurisdiction of Florida courts.5 Accordingly, we disapprove the decisions in Radeliffe v. Gyves, 902 So. 2d 968 (Fla. 4th DCA 2005), and [*1090] Snibbe v. Napoleonic Society of America, 682 So. 2d 568 (Fla. 2d DCA 1996), to the extent they may suggest that nonresident corporate defendants will not be subject to Florida’s long-arm statute despite acting tortiously in Florida because their acts were performed on behalf of corporate employers. Wher…

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