NEW LIFE REHAB MEDICAL CENTER A/A/O MARIO FERNANDEZ
v.
MERCURY INSURANCE COMPANY OF FLORIDA
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Section 607.1622(8), Florida Statutes, does not preclude an administratively dissolved corporation from prosecuting or defending an action to wind up its business and affairs.
[1] Under the Florida Business Corporation Act, an administratively dissolved corporation continues to exist and may prosecute or defend litigation necessary to wind up and l…
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Join FLexlaw to unlock all legal intelligence“section 607.1622, Florida Statutes, 'does not preclude a corporation that has been administratively dissolved for failing to file an annual report from prosecuting or defending against an action in order to wind up its business and affairs.'”
Court's holding aligning with precedent from sister courts
New Life Rehab Medical Center, administratively dissolved for failing to file an annual report, sued Mercury Insurance Company of Florida. The trial c…
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Third District Court of Appeal
State of Florida
Opinion filed August 25, 2021. Not final until disposition of timely filed motion for rehearing.
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No. 3D21-0112 Lower Tribunal Nos. 20-96 AP, 07-4930 SP
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New Life Rehab Medical Center a/a/o Mario Fernandez,
Appellant,
vs.
Mercury Insurance Company of Florida,
Appellee.
An appeal from the County Court for Miami-Dade County, Lawrence D. King, Judge. David B. Pakula, P.A., and David B. Pakula (Pembroke Pines); Corredor & Husseini, P.A., and Maria E. Corredor, for appellant. Conroy Simberg, and Hinda Klein (Hollywood), for appellee. Before EMAS, MILLER, and LOBREE, JJ. MILLER, J.
Appellant, New Life Rehab Medical Center, appeals from a final
summary judgment rendered in favor of appellee, Mercury Insurance
Company of Florida. The sole issue presented in this appeal is whether a
corporation, administratively dissolved for failing to file an annual report, may
maintain suit in conjunction with winding up its affairs.1 In granting judgment
in favor of the insurer, the able trial court, not yet having the benefit of Hock
v. Triad Guaranty Insurance Corp., 292 So. 3d 37 (Fla. 2d DCA 2020), found
section 607.1622(8), Florida Statutes (2018), precludes such a corporation
from actively pursuing litigation.2
Under the Florida Business Corporation Act (the “Act”), codified in
chapter 607, Florida Statutes, an administratively dissolved corporation
continues its corporate existence. See § 607.1405(1), Fla. Stat.; Damian v.
Int’l Metals Trading & Invs., Ltd., 243 F. Supp. 3d 1308, 1314 (S.D. Fla.
2017); Levine v. Levine, 734 So. 2d 1191, 1196 (Fla. 2d DCA 1999).
Consequently, it is empowered to carry on that business “appropriate to wind
up and liquidate its business and affairs.” Levine, 734 So. 2d at 1196. The
Act, however, further provides:
Any corporation failing to file an annual report which complies with the requirements of this section shall not be permitted to maintain or defend any action in any court of this state until such report is filed and all fees and taxes due under this act are paid and shall be subject to dissolution or cancellation of its certificate of authority to do business as provided in this act.
§ 607.1622(8), Fla. Stat.
In reconciling these ostensibly competing statutory edicts, several of
our sister courts have narrowly construed section 607.1622(8), Florida
Statutes, as pertaining “only to existing corporations which have failed to file
annual reports, not corporations which have been dissolved.” Nat’l
Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034, 1035 (Fla. 4th
DCA 2002); see Ron’s Quality Towing, Inc. v. Se. Bank of Fla., 765 So. 2d
134, 135 (Fla. 1st DCA 2000); Cygnet Homes Inc. v. Kaleny Ltd. of Fla., Inc.,
681 So. 2d 826, 826 (Fla. 5th DCA 1996). Their decisions hold that, while
not without other consequences, administrative dissolution does not
“[p]revent commencement of a proceeding by or against the corporation in
its corporate name.” § 607.1405(2)(e), Fla. Stat.; see also Allied Roofing
Indus., Inc. v. Venegas, 862 So. 2d 6, 8 (Fla. 3d DCA 2003).
Persuaded by such reasoning, we align ourselves with this body of
decisional authority and hold that section 607.1622, Florida Statutes, “does
not preclude a corporation that has been administratively dissolved for failing
to file an annual report from prosecuting or defending against an action in
order to wind up its business and affairs.” Hock, 292 So. 3d at 41; see also
Harris, 826 So. 2d at 1034.
Reversed and remanded for further proceedings.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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NEW Life Rehab Med. Ctr. v. Mercury Ins. Co. of Fla., 292 So. 3d 37 (Fla. 3d DCA 2021)…solved for failing to file an annual report, may maintain suit in conjunction with winding up its affairs.1 In granting judgment in favor of the insurer, the able trial court, not yet having the benefit of Hock v. Triad Guaranty Insurance Corp., 292 So. 3d 37 (Fla. 2d DCA 2020), found section 607.1622(8), Florida Statutes (2018), precludes such a corporation from actively pursuing litigation.2 Under the Florida Business Corporation Act (the “Act”), codified in chapter 607, Florida Statutes, an admini…
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Morburger v. Yellow Funding Corp. (Fla. 3d DCA 2021)…nd was therefore not authorized to pursue the foreclosure action against him under section 607.1405, Fla. Stat. (2019). We reject this argument and reaffirm our alignment with the holding of our sister court in Hock v. Triad Guaranty Ins. Corp., 292 So. 3d 37, 39 (Fla. 2d DCA 2020), that the right to wind up under section 607.1405 “applies equally to corporations that are voluntarily dissolved and to corporations that are administratively dissolved.” See New Life Rehab Med. Ctr. v. Mercury Ins. Co.…
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Morburger v. Yellow Funding Corp. (Fla. 3d DCA 2021)…d and was therefore not authorized to pursue the foreclosure action against him under section 607.1405, Fla. Stat. (2019). We reject this argument and reaffirm our alignment with the holding of our sister court in Hock v. Triad Guaranty Ins. Corp., 292 So. 3d 37, 39 (Fla. 2d DCA 2020), that the right to wind up under section 607.1405 “applies equally to corporations that are voluntarily dissolved and to corporations that are administratively dissolved.” See New Life Rehab Med. Ctr. v. Mercury Ins. Co. of F…
Authorities Cited
- Cygnet Homes, Inc. v. Kaleny Ltd. OF Fla., Inc., 681 So. 2d 826 (Fla. 5th DCA 1996)
- Himmel v. Avatar Prop. & Cas. Ins. Co., 257 So. 3d 488 (Fla. 4th DCA 2018)
- Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002)
- Allied Roofing Indus., Inc. v. Denilo Venegas, 862 So. 2d 6 (Fla. 3d DCA 2003)
- NEW Life Rehab Med. Ctr. v. Mercury Ins. Co. of Fla., 292 So. 3d 37 (Fla. 3d DCA 2021)
- Paul R. Levine, M.D. v. Paul R. Levine, M.D., 734 So. 2d 1191 (Fla. 2d DCA 1999)