J. M. MARKLEY, HUGH ANDERSON, R. B. LEONARD AND J. V. RILEY, CO-PARTNERS, DOING BUSINESS UNDER THE FIRM NAME AND STYLE OF MIAMI BLOCK COMPANY, PLAINTIFFS IN ERROR,
v.
I. E. SCHILLING COMPANY, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF FLORIDA, DEFENDANT IN ERROR
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This case clarifies that a lawsuit against individuals as co-partners is distinct from a statutory claim against stockholders for corporate non-compliance. The court emphasized that the defendants were sued as partners, not stockholders with statutory liability.
The defendants were not liable as stockholders under the statute because they were sued and treated as co-partners, not stockholders. Therefore, the court did not need to address corporate dissolution in relation to stockholder liability.
“The action against the defendants below was not as stockholders of a corporation who under the statute were liable as partners because a requirement of the law was not complied with, and the defendants did not by plea aver their status as being that of stockholders.”
Establishes the core distinction between the lawsuit's nature and potential statutory liability.
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Join FLexlaw to unlock all legal intelligenceThe plaintiffs sued the defendants as co-partners. The defendants did not plead their status as stockholders. The evidence presented pertained to the …
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On Petition for Rehearing.
Per Curiam.
— The action against the defendants below was not as stockholders of a corporation who under the statute were liable as partners because a requirement of the law was not complied with, and the defendants did not by plea aver their status as being that of stockholders. There was consequently no occasion for the court to discuss whether there was a dissolution of a corporation. The evidence referred to the corporation and that was adverted to only so far as it showed the existence, continuance and termination of a relation in the nature of a partnership among the defendants who were sued as copartners and not as stockholders with a statutory partnership liability.
Rehearing denied.
Whitpield, P. J., and Terrell and Bupord, J. J. concur. Brown, C. J., and Ellis, J., concur in the opinion.