FIRST FINANCIAL USA, INC., A NEVADA CORPORATION, APPELLANT,
v.
LES STEINGER, APPELLEE
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.
First Financial USA appeals the dismissal of individual fraud claims against Les Steinger, owner and president of Mutual Benefits Corporation. The appellate court reverses, holding that corporate officers may be held individually liable for tortious acts including fraud in the inducement, even when committed within the scope of their corporate duties.
Individual corporate officers may be held personally liable for intentional torts such as fraud in the inducement, even when committed while acting as representatives of the corporate entity. The complaint against Steinger stated sufficient facts to support a fraud claim, and therefore he was not entitled to judgment on the pleadings as a matter of law.
[1] Individual officers and agents of a corporation may be held personally liable for their tortious acts, even if committed within the scope of their employment or as corpor…
[2] A corporate officer is not shielded from individual liability for his or her own torts.
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“individual officers and agents of a corporation may be held personally hable for their tortious acts, even if such acts were committed within the scope of their employment or as corporate officers.”
Establishes the core holding that corporate officers cannot hide behind the corporate form to avoid personal liability for torts
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceSteinger, as president of Mutual Benefits Corporation, allegedly represented to James A. Hollis & Associates that Hollis would be Mutual's exclusive s…
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 Viatical Settlement cases and more on FLexlaw
TAYLOR, J.
First Financial USA, Inc. (“First Financial”) appeals from an order granting appellee Les Steinger’s motion for judgment on the pleadings. We reverse the order because the third amended complaint sufficiently stated a cause of action against Steinger individually for fraud in the inducement.
Steinger is the owner and president of Mutual Benefits Corporation (“Mutual”). Mutual purchases and brokers life insurance policies from terminally ill people with qualified insurance policies under a program known in the insurance industry as a “viatical settlement.” Under this program, an insured party sells the death benefits of his or her insurance policy to a third party, such as Mutual, at a discount in exchange for an immediate cash settlement. This action arises from an alleged breach of an agreement between Mutual and James A. Hollis & Associates (“Hollis”) regarding Hollis’ exclusive right to represent Mutual in selling these viatical settlement agreements. Before the lawsuit was filed, Hollis assigned all of its claims, suits, demands, rights, and causes of action against Mutual to First Financial.
First Financial sued Mutual for breach of contract, breach of fiduciary duty, unjust enrichment, quantum meruit, fraud, and tortious interference with a business relationship. It sued Les Steinger individually for fraud in the inducement. The third amended complaint alleges that Mutual contacted Hollis to introduce Hollis to the viatical settlement business. At that time Hollis was operating an insurance business in Orlando. Its principal, James P. Hollis, had significant contacts and experience in the area of sales, marketing, and promotion of insurance-related products. At a meeting held in Fort Lauder-dale, Steinger represented to Hollis that Hollis would be Mutual’s exclusive sales agent for the entire United States, except California. The parties entered into an agency sales agreement, whereby Hollis was given the exclusive right to solicit and take orders for all Mutual’s products (viatical settlements).
The complaint further alleges that Steinger’s representation regarding Hollis’ exclusive territory was false, because Mutual had previously engaged other agents in Hollis’ territory to sell and market viatical settlements and it continued to conduct business with these competing sales agents after executing the agreement with Hollis. According to the complaint, these false representations were knowingly made by Steinger with the intent to induce Hollis to enter into the agreement for Mutual’s benefit. Hollis relied upon the false representations of exclusivity in executing the agreement and spent time, effort, and money producing marketing strategies, literature, and sales agreements and recruiting and training its own sales agents to service Mutual’s products. As a result of Hollis’ sales and marketing activities, Mutual benefitted from an increase in profits and Hollis suffered damages.
Steinger filed a motion for judgment on the pleadings, asserting that the complaint failed to state a cause of action against him in his individual capacity, because it alleged that he committed the wrongful conduct in his capacity as an officer and/or director of the corporation. The trial court, without a hearing, granted the motion and dismissed Steinger, individually, as a defendant.
Judgment on the pleadings may be granted only if, upon admitted facts, the moving party is clearly entitled to judgment as a matter of law. The standards for ruling on a motion for judgment on the pleadings are as follows:
In ruling on a motion for judgment on the pleadings material allegations of the moving party which have been denied are taken as false. Conclusions of law also are not deemed admitted for purposes of the motion. The court must accept as true all well-pleaded allegations of the non-moving party. Judgment on the pleadings can be granted only if, on the facts as admitted for purposes of the motion, the moving party is clearly entitled to judgment.
Windle v. W.W.Windle Co., 731 So. 2d 36, 37 (Fla. 4th DCA 1999) (citations omitted).
Steinger argues that his motion for judgment on the pleadings was properly granted because he cannot be held liable for alleged wrongdoing committed while he was acting on behalf of Mutual. It is well-settled, however, that individual officers and agents of a corporation may be held personally hable for their tortious acts, even if such acts were committed within the scope of their employment or as corpo rate officers. Orlovsky v. Solid Surf, Inc., 405 So. 2d 1363 (Fla. 4th DCA 1981). A corporate officer or representative of a defendant corporation is not shielded from individual liability for his own torts. Roth v. Nautical Eng’g Corp., 654 So. 2d 978 (Fla. 4th DCA 1995). Fraud in the inducement is a recognized intentional tort that can subject a corporate officer to individual liability. See La Pesca Grande Charters, Inc. v. Moran, 704 So. 2d 710 (Fla. 5th DCA 1998).
In Roth, the plaintiff alleged that the president of the defendant corporation made material misrepresentations that fraudulently induced him to purchase a racing boat. We ruled that “[a] corporate officer may be individually liable for torts committed even while acting as the representative of the corporate entity.” Id. at 979; see also Segal v. Rhumbline Int’l, Inc., 688 So. 2d 397 (Fla. 4th DCA 1997)(finding that director of defendant corporation may be individually liable because complaint alleged that he had orchestrated the false representations made to the plaintiffs and had also allowed his name to be associated with the representations made); Brinker v. W.P. McDevitt & Assocs., Inc., 693 So. 2d 712 (Fla. 4th DCA 1997)(reversing dismissal of fraud in the inducement claims where the plaintiff alleged that two individual defendants fraudulently induced him to enter into an employment contract with their insurance agency for the purpose of bringing his “book of business” into the agency and that defendants never intended to let him retain ownership of the “book” or pay him its value if his employment should be terminated)(citing Lou Bachrodt Chevrolet, Inc. v. Savage, 570 So. 2d 306 (Fla. 4th DCA 1990)), rev. denied, 581 So. 2d 165 (Fla.1991); Alexander/Davis Properties, Inc. v. Graham, 397 So. 2d 699 (Fla. 4th DCA 1981); and Roth, 654 So. 2d 978.
Because First Financial alleged sufficient facts in its complaint to support a claim for fraud in the inducement against Steinger individually, Steinger is not entitled to judgment as a matter of law. We therefore reverse the order granting the motion for judgment on the pleadings and dismissing Steinger and remand this case for further proceedings.
Our reversal renders the remaining issue concerning entry of the order without a hearing moot.
REVERSED and REMANDED.
DELL and STONE, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By (13 total)
-
Lindi Diana Wadlington v. Cont'l Med. Servs., Inc., 907 So. 2d 631 (Fla. 4th DCA 2005)…for the jury to consider and decide). We reject Vicente’s alternate argument for affirmance because a corporate director, acting as a representative of his corporations, can be held personally liable for fraud. See First Fin. USA, Inc. v. Steinger, 760 So. 2d 996, 998 (Fla. 4th DCA 2000) (finding “[fjraud in the inducement is a recognized intentional tort that can subject a corporate officer to individual liability”) (citing La Pesca Grande Charters, Inc. v. Moran, 704 So. 2d 710 (Fla. 5th DCA 1998)). “It is…
-
Elminer Harris v. Kearney, 786 So. 2d 1222 (Fla. 4th DCA 2001)…issal with prejudice as to Counts I and II which the trial court granted. “Judgment on the pleadings may be granted only if, upon admitted facts, the moving party is clearly entitled to judgment as a matter of law.” First Fin. USA, Inc. v. Steinger, 760 So. 2d 996, 997 (Fla. 4th DCA 2000). See also Domres v. Perrigan, 760 So. 2d 1028, 1029 (Fla. 5th DCA 2000)(use same legal test for a motion to dismiss for failure to state a cause of action); Laguerre v. City of Coral Springs, 673 So. 2d 60, 61 (Fla. 4th DCA…1 / 2
-
Martinez v. Fla. Power & Light Co., 785 So. 2d 1251 (Fla. 3d DCA 2001)…o judgment. Covert v. South Florida Stadium Corp., 762 So. 2d 938, 939-40 (Fla. 3d DCA 2000)(quoting Scarborough Assoc. v. Financial Fed. Sav. & Loan Ass’n of Dade County, 647 So. 2d 1001, 1002 (Fla. 3d DCA 1994)); First Fin. USA, Inc. v. Steinger, 760 So. 2d 996, 997 (Fla. 4th DCA 2000). FPL was not entitled to a judgment on the pleadings on the record before us. The amended complaint adequately alleged FPL’s duty to maintain or repair streetlights, and adequately set out that FPL’s failure to meet its dut…
Previewing 3 of 13 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Orlovsky v. Solid Surf, Inc., 405 So. 2d 1363 (Fla. 4th DCA 1981)
- Alexander/Davis Props., Inc. v. Graham, 397 So. 2d 699 (Fla. 4th DCA 1981)
- LA Pesca Grande Charters, Inc. v. Moran, 704 So. 2d 710 (Fla. 5th DCA 1998)
- LOU Bachrodt Chevrolet, Inc. v. Savage, 570 So. 2d 306 (Fla. 4th DCA 1990)
- Segal v. Rhumbline Int'l, Inc., 688 So. 2d 397 (Fla. 4th DCA 1997)
- Donnie Leroy Martin v. State, 654 So. 2d 978 (Fla. 1st DCA 1995)
- Richter v. Hofmann, 731 So. 2d 36 (Fla. 3d DCA 1999)
- Brinker v. W.P. McDEVITT & Assocs., Inc., 693 So. 2d 712 (Fla. 4th DCA 1997)
- Windle v. W.W. Windle Co., Inc., 731 So. 2d 36 (Fla. 4th DCA 1999)
- Easton v. State of Fla. Unemployment Appeals Comm'n & Turnberry Country Club, 693 So. 2d 712 (Fla. 4th DCA 1997)