LEO GREENFIELD, APPELLANT,
v.
ERIC P. STEIN, ETC., ET AL., APPELLEES

Fla. 3d DCA | 2009-08-26
No. 3D08-773
Before RAMIREZ, C.J., and WELLS and ROTHENBERG, JJ.
16 So. 3d 967 Florida District Court of Appeal, Third District (2009) Positive Treatment
Cited by 4 cases

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.


Holding

A shareholder lacks standing to prosecute a corporation's claims in their own name when the corporation is the real party in interest and the shareholder was not personally harmed.


Headnotes

[1] A shareholder lacks standing to prosecute a corporation's claims in their own name when the corporation is the real party in interest and the shareholder is not proceedin…

[2] A party must have a sufficient stake in a justiciable controversy with a legally cognizable interest that would be affected by the outcome of the litigation to establish…

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

Facts & Procedural History

Greenfield, a shareholder of DMS, sued the Lender and Stein Defendants individually, alleging usury, breach of contract, and conversion related to a p…

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.


Opinion of the Court
ROTHENBERG, J.

ROTHENBERG, J.

Leo Greenfield (“Greenfield”) appeals from the trial court’s order dismissing him as a party plaintiff involved in this lawsuit against City First Mortgage, Inc. and MSJ Investors, Inc. (collectively, “the Lender Defendants”), and Eric P. Stein and Eric P. Stein, P.A. (collectively, “the Stein Defendants”). Because we agree that Greenfield was properly dismissed for a lack of standing, we affirm.

Greenfield is a shareholder of Distribution Management Services, Inc. (“DMS”), a corporation that contracted with an unrelated third party to make a substantial purchase of real property. DMS also entered into an agreement with the Lender Defendants to obtain the necessary financing. Greenfield was released from any personal liability on the loan documents. *968The Stein Defendants represented the Lender Defendants at the closing. Greenfield and DMS sued the Lender Defendants and the Stein Defendants, alleging a violation of Florida’s usury law, breach of contract, and conversion.1

Both the Lender Defendants and the Stein Defendants moved for the dismissal of Greenfield as an individual party plaintiff. The trial court granted the motions to dismiss Greenfield in two separate orders. Greenfield’s subsequent motion for rehearing of those orders was denied, and this appeal followed.

It appears that Greenfield has chosen only to appeal the trial court’s order granting the Lender Defendants’ motion to dismiss Greenfield as a party plaintiff with prejudice and the denial of Greenfield’s motion for rehearing. Because we agree with the trial court that based on the allegations in the complaint, Greenfield lacked standing to proceed as an individual party plaintiff, we affirm.

Greenfield, a shareholder of DMS, is not proceeding in a derivative capacity. Additionally, it was DMS that contracted to acquire the property which is the subject of this litigation. DMS, not Greenfield, acquired the property, transferred some of the property to the Lender Defendants either as consideration for the loan or as a sale, and is the primary borrower on the loan. Greenfield was never listed in the chain of title of the real estate, and it is undisputed that he was released as both maker and guarantor of the loan. We therefore conclude that Greenfield lacks standing to prosecute DMS’s claims in his own name and that the trial court correctly granted the motion to dismiss Greenfield as a party plaintiff. See Weiss v. Johan-sen, 898 So.2d 1009, 1011 (Fla. 4th DCA 2005) (providing that “[sjtanding depends on whether a party has a sufficient stake in a justiciable controversy, with a legally cognizable interest which would be affected by the outcome of the litigation.... Furthermore, the claim should be brought by, or on behalf of, the real party in interest”); James Talcott, Inc. v. McDowell, 148 So.2d 36, 37 (Fla. 3d DCA 1962) (noting the general rule that shareholders, officers, and directors do not have standing to prosecute the corporation’s claim in their own name).

It appears that the only orders on appeal are the trial court’s order granting the Lender Defendants’ motion to dismiss Greenfield as a party plaintiff and the order denying Greenfield’s motion for rehearing. However, because Greenfield’s initial brief also addresses his objections to the trial court’s order granting the Stein Defendants’ motion to dismiss Greenfield as a party plaintiff with prejudice, and certain counts of the complaint with prejudice and others without prejudice, we briefly dispense with those arguments.

First, we re-emphasize that according to the allegations in the complaint DMS, not Greenfield, is the true party in interest. Therefore, because Greenfield now attempts to appeal the trial court’s orders dismissing claims brought by DMS, we decline review because: (1) Greenfield has no standing to appeal on behalf of DMS; (2) the order dismissing some of the claims brought by DMS, without prejudice and with leave to amend, is a non-final order as to DMS and not appealable by DMS; (3) and DMS has since voluntarily dismissed these consolidated cases, so any objection *969to the dismissal of claims brought by DMS is now moot.

Affirmed.


Cases With Similar Vibessemantic neighbors from the corpus


Citator

Cited By

  • Greenfield v. City First Mortg. Corp., 24 So. 3d 644 (Fla. 3d DCA 2009)
    …d 525 (Fla.2004), and 634 So. 2d 628 (Fla.1994). . The record does not disclose any other party or attorney who would have an interest in filing the dilatory motion. . In case No. 3D08-773, the order of dismissal was affirmed. Greenfield v. Stein, 16 So. 3d 967 (Fla. 3d DCA 2009). .Greenfield’s pending "emergency motion for an additional ten days’ extension of time of for the filing of appellants' reply brief" is denied. Although the Court granted prior extensions of time for that purpose, the last such e…
  • Massey v. McCARTHY Ltd., 37 So. 3d 984 (Fla. 3d DCA 2010)
    …PER CURIAM. Affirmed. Greenfield v. Stein, 16 So. 3d 967 (Fla. 3d DCA 2009); Dept. of Ins. State of Fla. v. Coopers & Lybrand, 570 So. 2d 369 (Fla. 3d DCA 1990).…

Authorities Cited

Full citator, related cases, and AI research tools

Open in FLexlaw