OCALA BREEDERS' SALES COMPANY, APPELLANT,
v.
HIALEAH, INC., ET AL., APPELLEES
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.
Ocala Breeders' Sales Company sought to pierce the corporate veil of Hialeah Park, Inc. to hold its parent company, Hialeah, Inc., liable for a judgment arising from Hialeah Park's breach of a lease agreement. The court reversed the trial court's denial of veil-piercing, finding that Hialeah Park was merely an instrumentality of its parent and was used to defraud creditors.
The court held that Hialeah Park's corporate veil should be pierced because the undisputed facts demonstrated both that Hialeah Park was a mere instrumentality of Hialeah, Inc. and that the subsidiary was used by the parent to mislead creditors or perpetrate fraud. Hialeah Park fraudulently entered into the lease agreement despite lacking the ability to fulfill its obligations.
[1] To pierce the corporate veil under Florida law, a plaintiff must demonstrate that the subsidiary was a mere instrumentality of the parent corporation and was used to misl…
[2] A subsidiary is considered a mere instrumentality of its parent corporation when the parent exercises complete control, the subsidiary is inadequately capitalized, and th…
Previewing 2 of 5 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“[T]o pierce the corporate veil under Florida law, it must be shown not only that the wholly-owned subsidiary is a mere instrumentality of the parent corporation but also that the subsidiary was organized or used by the parent to mislead creditors or to perpetrate a fraud upon them.”
Establishes the two-part test for piercing the corporate veil under Florida law
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceIn 1984, Ocala Breeders' entered into a lease with Hialeah Park, a wholly-owned subsidiary of Hialeah, Inc., for use of a sales pavilion at Hialeah Pa…
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 Mere Instrumentality Doctrine cases and more on FLexlaw
PER CURIAM.
The plaintiff below, Ocala Breeders’ Sales Company [Ocala Breeders’], appeals from the trial court’s order approving the General Master’s Report and Recommendations that did not allow Ocala Breeders’ to pierce Hialeah Park, Inc.’s corporate veil. We reverse.
Hialeah Park is the wholly-owned subsidiary of Hialeah, Inc. Hialeah, Inc. operates the Hialeah Park Racetrack [racetrack]. Hialeah Park is in charge of non-race-related activities at the racetrack such as leasing the facilities for weddings, etc. The undisputed facts showed that Hialeah Park has never had a bank account and that it has never been capitalized. Further, because Hialeah Park turns its receipts directly over to Hialeah, Inc., Hialeah Park has never earned a profit.
In 1984, Ocala Breeders’ entered into a lease with Hialeah Park for the use of the sales pavilion at the racetrack. Under the lease, Hialeah Park agreed to spend $1,500,000 to renovate and refurbish the sales pavilion and other areas of the racetrack. Hialeah Park failed to make the required improvements. As a result, Oca-la Breeders’ filed suit and obtained a judgment against Hialeah Park.
When attempting to execute on its judgments, Ocala Breeders’ learned that Hialeah Park had no assets to satisfy the outstanding judgments. As a result, Ocala Breeders’ brought proceedings supplementary under section 56.29, Florida Statutes (1997), seeking to hold Hialeah, Inc. liable for the judgment against its subsidiary, Hialeah Park. Ocala Breeders’ impleaded Hialeah, Inc., and this, proceeding was heard before a general master. The general master entered its order recommending that judgment be entered in favor of Hialeah, Inc. The trial court overruled the objections filed by Ocala Breeders’ and entered judgment in favor of Hialeah, Inc. This appeal followed.
Ocala Breeders’ contends that, under the undisputed facts, the trial court erred by not piercing Hialeah Park’s corporate veil. We agree.
“[T]o pierce the corporate veil under Florida law, it must be shown not only that the wholly-owned subsidiary is a mere instrumentality of the parent corporation but also that the subsidiary was organized or used by the parent to mislead creditors or to perpetrate a fraud upon them.” USP Real Estate Inv. Trust v. Discount Auto Parts, Inc., 570 So. 2d 386, 390 (Fla. 1st DCA 1990); see Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla.1984). In determining whether the corporate veil should be pierced, the relationship between the parent corporation and its subsidiary must be examined. Dania Jai-Alai Palace, Inc. v. Sykes, 425 So. 2d 594, 599 (Fla. 4th DCA 1982).
The undisputed facts show that Hialeah Park was the mere instrumentality of Hialeah, Inc. For example, both Hialeah Park and Hialeah, Inc. were controlled by the same person; Hialeah Park operated out of the same facilities as Hialeah, Inc.; Hialeah Park’s contracts were performed by employees of Hialeah, Inc.; Hialeah, Inc. owned all of Hialeah Park’s stocks; Hialeah Park has never been capitalized and all funds earned by Hialeah Park were directly deposited into Hialeah, Inc.’s bank account; Hialeah Park’s financial obligations were paid by checks drawn on Hialeah, Inc.’s bank account; and Hialeah Park had no bank accounts.
These same facts also show that the subsidiary, Hialeah Park, was used by the parent, Hialeah, Inc., to “mislead creditors or to perpetrate a fraud upon them.” Although Hialeah Park has never been capitalized and will never be capitalized since it directly turns its receipts over to Hialeah, Inc., Hialeah Park entered into an agreement with Ocala Breeders’ requiring it to make $1,500,000 in improvements. Under the circumstances, Hialeah Park entered into the agreement even though it did not have the ability to fulfill the contract. As such, Hialeah Park fraudulently mislead Ocala Breeders’. See Southeast Capital Investment Corp. v. Albemarle Hotel, Inc., 550 So. 2d 49 (Fla. 2d DCA 1989). Therefore, the trial court erred by approving the General Master’s Report and Recommendation, and instead should have allowed Ocala Breeders’ to pierce Hialeah Park’s corporate veil.
Reversed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Norberto Sanchez v. Renda Broad. Corp., 127 So. 3d 627 (Fla. 5th DCA 2013)…f its judgment. Contrary to Sanchez’s argument on appeal, there is authority to support the use of proceedings supplementary to pierce the corporate veil absent an allegation of a fraudulent transfer. See Ocala Breeders’ Sales Co. v. Hialeah, Inc., 735 So. 2d 542, 543-44 (Fla. 3d DCA 1999) (reversing order denying judgment creditor’s request to use proceedings supplementary to implead parent corporation and pierce corporate veil where judgment debtor was subsidiary corporation that had no assets or bank acco…
-
Geigo Props., L.L.P. v. R.J. Gators Real Est. Grp., Inc., 849 So. 2d 1109 (Fla. 4th DCA 2003)…ation the lessee was to insulate Discount, which was [*1111] in fact operating the business, from liability to the landlord if Discount decided to close the store. There was no such evidence in this case. Ocala Breeders’ Sales Co. v. Hialeah, Inc., 735 So. 2d 542 (Fla. 3d DCA 1999), cited by Geigo, is also distinguishable, since the corporation of substance operated the business and received all of the income, leaving the shell corporation with no assets to pay the judgment rendered against it when it breach…
-
17315 Collins Ave., LLC v. Fortune Dev. Sales Corp., 34 So. 3d 166 (Fla. 3d DCA 2010)…to mislead creditors or to perpetrate a fraud upon them.” In determining whether the corporate veil should be pierced, the relationship between the parent corporation and its subsidiary must be examined. Ocala Breeders’ Sales Co. v. Hialeah, Inc., 735 So. 2d 542, 543 (Fla. 3d DCA 1999) (citations omitted). First, the record supports the determination that the two companies operated as alter egos. The actual owner, developer, and operating entity was 17315. Wavestone owns the membership interests of 17315 a…
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla. 1984)
- Dania Jai-Alai Palace, Inc. v. Sykes, 425 So. 2d 594 (Fla. 4th DCA 1982)
- USP Real Est. Inv. Tr. v. Disc. Auto Parts, Inc., 570 So. 2d 386 (Fla. 1st DCA 1990)
- Se. Cap. Inv. Corp. v. Albemarle Hotel, Inc., 550 So. 2d 49 (Fla. 2d DCA 1989)