HARRY HOROWITZ, ON BEHALF OF MERIDIAN 17 CORPORATION, A FLORIDA CORPORATION, APPELLANT,
v.
UNITED NATIONAL CORPORATION, A DELAWARE CORPORATION, ET AL., APPELLEES
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.
Harry Horowitz appealed a trial court judgment denying his claims for fraud, accounting, constructive trust, and specific performance regarding a sale-leaseback agreement for a building owned by Meridian 17 Corporation. The appellate court affirmed the judgment, finding that Horowitz's delay in demanding performance of the leaseback agreement constituted laches that barred equitable relief.
The trial court properly denied Horowitz's claims based on laches, waiver, estoppel, and the lack of definiteness of the agreement regarding the lease commencement date. Unreasonable delay in enforcing a right, coupled with disadvantage to another, constitutes laches that bars equitable relief when the plaintiff fails to exercise reasonable diligence and good faith.
[1] Laches requires unreasonable delay in enforcing a right coupled with disadvantage to another.
[2] A court of equity is inactive when conscience, good faith, and reasonable diligence are absent.
Previewing 2 of 6 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“nothing can call forth the court of equity into activity but conscience, good faith and reasonable diligence. When these are wanting, the court is passive and does nothing.”
Establishes the foundational requirement for equitable relief that plaintiff must demonstrate good faith and reasonable diligence.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceIn 1964, Meridian 17 Corporation (50% owned by Horowitz and 50% by United Investors Corporation) conveyed its building to United Meridian Corporation,…
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 Shareholder Derivative Action cases and more on FLexlaw
NATHAN, Judge.
This is an appeal by the plaintiff, Harry Horowitz, on behalf of Meridian 17 Corporation, from an adverse final judgment entered after a non-jury trial in an action for fraud, accounting, constructive trust, specific performance and damages against United Investors Corporation, United Meridian Corporation, Meridian Parking Corporation and U.S.I.F. Meridian Corporation, the defendants.1 The litigation commenced in 1968 when Horowitz filed a stockholder’s derivative suit on behalf of Meridian 17 Corporation, of which he and United Investors Corporation each own 50 per cent of the stock. The action is based on an agreement confirmed by a letter dated August 27, 1964, that the building owned by Meridian 17 Corporation was conveyed to a new corporate subsidiary of United Investors Corporation. As consideration, Horowitz received in excess of $1,200,000 and was stricken as a guarantor and relieved of responsibility for commitments and debts in connection with the building. The letter provided that Meridian 17 Corporation would lease the building from United Meridian Corporation (the subsidiary newly organized to take title) on the basis of a sale and leaseback agreement, but no date was given for commencement of the lease. In* 1967, Horowitz demanded that the lease-back agreement be effectuated. The defendants refused to comply and this litigation commenced in 1968. The building was sold by United to USIF Meridian Corporation in 1970. Following several years of procedural skirmishing and the filing of a third amended complaint, the cause came to trial in December, 1974.
The trial court entered an extensive final judgment in favor of the defendants, in which it stated that Horowitz sat on his rights and failed to demand the lease until the building became more profitable. The trial court denied recovery to Horowitz based on laches, waiver, estoppel and lack of definiteness of the agreement in that it failed to provide a time for commencement of the lease.
On appeal from the final judgment, Horowitz contends that he proved every allegation of his complaint and that the judgment is not supported by competent substantial evidence. We do not agree. The general rule, as espoused in Marshall v. C. S. Young Construction Company, 1927, 94 Fla. 11, 113 So. 565, 567, 55 A.L.R. 662, is that nothing can call forth the court of equity into activity but conscience, good faith and reasonable diligence. When these are wanting, the court is passive and does nothing. The court continues by stating that it is not mere delay that constitutes laches. Unreasonable delay in enforcing a right, coupled with disadvantage to another, are the elements of estoppel against the assertion of the right which is called laches. Applying this law to the facts of the instant case, the record demonstrates that there is competent substantial evidence to support the trial court’s findings of laches, waiver, estoppel and lack of definiteness of the agreement.
Accordingly, the final judgment is affirmed.
.This is the fifth appeal in this case. Horowitz v. United Investors Corporation, Fla.App.1968, 212 So. 2d 85; Horowitz v. United Investors Corporation, Fla.App.1969, 227 So. 2d 719; United Investors Corporation v. Horowitz, Fla.1970, 237 So. 2d 180 (cert. den.); United National Corporation v. Horowitz, Fla.App.1972, 270 So. 2d 62.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Head v. Lane, 495 So. 2d 821 (Fla. 4th DCA 1986)…s done to the corporation [*824] through a shareholder’s derivative action. See 12B Fletcher, Cyclopedia of the Law of Private Corporations, Section 5868, p. 308 (1984 Rev.). Specifically, it has been held in Horowitz v. United National Corporation, 324 So. 2d 189 (Fla. 3d DCA 1975), cert. denied 336 So. 2d 1182 (Fla.1976), that a shareholder can be barred from relief in a shareholder’s derivative action by the defenses of estoppel and lach-es. The doctrine of estoppel applies to many forms of conduct. It ha…1 / 2
-
THE Fla. Cos. v. Orange Cnty., 411 So. 2d 1008 (Fla. 5th DCA 1982)…Corp. v. City of New Smyrna Beach, 328 So. 2d 231 (Fla. 1st DCA 1976). The county argues that “nothing can call forth the court of equity into activity but conscience, good faith and reasonable diligence,” citing Horowitz v. United National Corp., 324 So. 2d 189 (Fla. 3d DCA 1975). The county contends that the developers did not act in good faith because no final plan was ever submitted. The expenditures upon which estoppel is predicated were made prior to the time that final approval was to be sought, and…
-
Suave Shoe Corp. v. Fernandez, 390 So. 2d 799 (Fla. 3d DCA 1980)…t terminated his employment is not a basis for the denial of the injunction, rather it is the basis for the trial court’s fashioning of the reasonableness of the period of time an injunction will be in force, Horowitz v. United National Corporation, 324 So. 2d 189 (Fla.3d DCA 1975), cert. denied, 336 So. 2d 1182 (Fla.1976); Peacock v. Firman, 177 So. 2d 560 (Fla.3d DCA), cert. denied, 183 So. 2d 215 (Fla.1965). Reversed and remanded for proceedings not inconsistent herewith.…
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Marshall v. C. S. Young Constr. Co., 94 Fla. 11 (Fla. 1927)
- Horowitz v. United Invs. Corp., 227 So. 2d 719 (Fla. 3d DCA 1969)
- United Invs. Corp. v. Horowitz, 237 So. 2d 180 (Fla. 1970)
- Colon Barlow v. McDONALD, 237 So. 2d 180 (Fla. 1970)
- Horowitz v. United Invs. Corp., 212 So. 2d 85 (Fla. 3d DCA 1968)
- Rivera v. State, 270 So. 2d 62 (Fla. 3d DCA 1972)
- Darion Northrup Castle v. Heidtman, 270 So. 2d 62 (Fla. 4th DCA 1972)