OSVALDO MORAN, ET AL., APPELLANTS,
v.
BRUCE SCHURGER, ET AL., APPELLEES
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The appellate court reversed a lower court's decision to pierce the corporate veil and hold an individual personally liable for a corporate debt. The court found insufficient evidence of fraud or intent to mislead creditors, and that the claim was time-barred.
The appellate court held that piercing the corporate veil requires proof of intentionally fraudulent conduct, which was not found here. Furthermore, the claim under the relevant statute was extinguished due to being filed after the one-year limitations period.
[1] Piercing the corporate veil requires proof of intent to defraud or mislead creditors.
[2] A claim for fraudulent transfer under Florida Statutes Section 726.106(2) is extinguished if not brought within one year after the transfer was made.
Previewing 2 of 4 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“Absent proof of intentionally fraudulent conduct, courts simply do not pierce the corporate veil under Florida law.”
Establishes the legal standard 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 intelligenceThe Schurgers obtained a judgment against Osvaldo Moran Associates, Inc. They then sought to hold Osvaldo Moran personally liable by piercing the corp…
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PER CURIAM.
The final judgment piercing the corporate veil and finding Osvaldo Moran (Moran) personally responsible to pay a judgment the Schurgers had obtained against Osvaldo Moran Associates, Inc. (Corporation) is reversed because the trial court specifically found that there was no intent by Moran to defraud or mislead anyone, and that the Corporation was not organized or used by Moran to mislead creditors or to perpetrate a fraud upon them. See Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla.1984); Mason, v. E. Speer & Associates, Inc., 846 So. 2d 529 (Fla. 4th DCA 2003); Lipsig v. Ramlawi, 760 So. 2d 170 (Fla. 3d DCA 2000); Hilton Oil Transport v. Oil Transport Co. S.A., 659 So. 2d 1141, 1152 (Fla. 3d DCA 1995); Veritas Marketing and Research, Inc. v. Entertel, Inc., 641 So. 2d 513 (Fla. 5th DCA 1994). See also Resolution Trust Carp. v. Latham & Watkins, 909 F.Supp. 923, 931 (S.D.N.Y.1995)(analyzing Florida law)(“Absent proof of intentionally fraudulent conduct, courts simply do not pierce the corporate veil under Florida law.”).
Additionally, the judgment appealed from premised the imposition of liability upon Moran on a finding that the Corporation was operated by Moran in a manner which violated Section 726.106(2), Florida Statutes (1993) which provides:
A transfer made by a debtor is fraudulent as to a creditor whose claim arose before the transfer was made if the transfer was made to an insider for an antecedent debt, the debtor was insolvent at that time, and the insider had reasonable cause to believe that the debtor was insolvent.
Under Section 726.110(3), Florida Statutes(“Extinguishment of cause of action”) a claim under Section 726.106(2) is extinguished unless brought within one year after the transfer was made. The record shows that this action was brought long after the expiration of that time period, and the claim against Moran under Section 726.106(2) is extinguished.
The judgment appealed from is reversed and this matter is remanded with directions that it be dismissed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Richard Merkin, M.D. v. PCA Health Plans OF Fla., Inc., 855 So. 2d 137 (Fla. 3d DCA 2003)…made even a prima facie case that Merkin used any of the affiliated corporations for improper purposes so as to justify piercing the corporate veil at all. See e.g. Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla.1984); Moran v. Schurger, 849 So. 2d 1184 (Fla. 3d DCA 2003); Mason v. E. Speer & Associates, Inc., 846 So. 2d 529 (Fla. 4th DCA 2003). Much less was it demonstrated that the alleged improper conduct subjected him to Florida jurisdiction by substituted service. Because I do agree that the a…
Authorities Cited
- Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla. 1984)
- Lipsig v. Zahid A. Ramlawi, 760 So. 2d 170 (Fla. 3d DCA 2000)
- Hilton OIL Transp. v. OIL Transp. Co., S.A., 659 So. 2d 1141 (Fla. 3d DCA 1995)
- Mason v. E. Speer & Assocs., Inc., 846 So. 2d 529 (Fla. 4th DCA 2003)
- M.J. v. State, 641 So. 2d 513 (Fla. 5th DCA 1994)
- Veritas Mktg. & Research, Inc. v. Entertel, Inc., 641 So. 2d 513 (Fla. 5th DCA 1994)