UNIQUE CATERERS, INC., A FLORIDA CORPORATION, D/B/A TASTY BOX LUNCH, APPELLANT,
v.
ANTHONY POLLIFRONE, APPELLEE
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Trial court's order requiring a corporation to give five days' notice before selling or conveying a major or material portion of its assets was reversed as impermissibly vague and indefinite regarding the corporation's permissible actions and the plaintiff's rights upon notice.
An order requiring notice before sale of corporate assets must be reversed when it is vague and indefinite as to what actions are prohibited, what notice is required, and what rights the plaintiff has upon receiving notice.
[1] An order restricting corporate asset disposition must specify with particularity what actions are prohibited, what notice is required, and what rights the restricted part…
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Join FLexlaw to unlock all legal intelligencePollifrone advanced money to Unique Caterers to assure continuation of its business and sought a judgment against the corporation and an injunction pr…
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The appellee as plaintiff brought an action in the trial court in which he alleged that he had advanced money to the appellant corporation in order to assure the continuation of its business. He prayed for relief by way of a judgment against the corporation, and, in addition, prayed for an injunction as follows:
“That the Defendant corporation be temporarily and permanently enjoined *346from soliciting, diverting or attempting to take out of this jurisdiction any of the assets of the Defendant corporation.”
* * * * * #
The trial court denied the temporary injunction; it did, however, enter an order as follows:
* * * * * *
“2. That if defendant shall sell or convey a major or material portion of its assets, it shall give no less than five days notice thereof to counsel for plaintiff prior to the date of such conveyance or sale.”
* * * * * *
On this interlocutory appeal, the appellant corporation contends that the trial court was without authority to issue the type of order entered. We think that it is unnecessary to determine the authority of the trial court in this circumstance. The court was obviously attempting to protect the plaintiff bjr granting him some assurance that the corporation would not lose its assets before he could get a judgment. Nevertheless, we hold that the order is so vague and indefinite as to the actions which the corporation may take, the actions which it may not take without giving notice, the type of notice to be given, and the appellee’s rights if a notice is given, that it must be reversed. See Florio v. State ex rel. Epperson, Fla.App.1960, 119 So.2d 305.
Reversed.
(concurring in part, dissenting in part).
I concur in the above opinion authored by Judge Pearson, but I would also reverse because I find no authority for the chancellor to enter the type of order entered in the instant case upon the record presented to him. If he desires to enjoin or limit the activities of the appellant corporation, he should enter an order which would require the appellee to post a bond indemnifying the appellant from any damage sustained in the event the order was reversed or set aside.
BARKDULL, Chief Judge
(concurring in part, dissenting in part).
I concur in the above opinion authored by Judge Pearson, but I would also reverse because I find no authority for the chancellor to enter the type of order entered in the instant case upon the record presented to him. If he desires to enjoin or limit the activities of the appellant corporation, he should enter an order which would require the appellee to post a bond indemnifying the appellant from any damage sustained in the event the order was reversed or set aside.
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Citator
Authorities Cited
- Florio v. State of Fla. ex rel. A. L. Epperson, 119 So. 2d 305 (Fla. 2d DCA 1960)