Abdo v. Abdo, No. 2D20-1229, decided March 19, 2021. The Florida Court of Appeal reversed a contempt order against the individual defendant for failing to turn over to the plaintiff certain assets belonging to two foreign entities over which the trial court lacked personal jurisdiction. The court rejected the trial court’s attempt to assert jurisdiction over the foreign entities through the defendant based on a theory of in rem jurisdiction over the assets at issue. The court also noted that it had previously been found that personal jurisdiction over the foreign entities was lacking based on a piercing the veil theory.
Piercing the Corporate Veil
BEO Management Corp. v. Horta, No. 3D19-1989, decided November 18, 2020. The Florida Court of Appeal reversed the trial court’s decision to pierce the veil of two corporations to hold their shareholder liable for a judgment against the corporations arising out of a dishonored post-dated check issued by one corporation to guarantee the debt of the other. The plaintiffs failed to establish as a matter of law that the corporations had no independent existence nor was there evidence that the shareholder used the corporations fraudulently or for an improper purpose in the disputed transaction. Both corporations were in good standing at the time and there was no evidence the shareholder knew, when he signed the post-dated check and guarantee, that a year later one corporation would default on the loan and the other would lack the funds to pay on the guarantee.
LLC Member Withdrawal
Palma v. South Florida Pulmonary & Critical Care LLC, No. 3D19-1347, decided September 16, 2020. The Florida Court of Appeals held that members of an LLC who were named as co-owners on a note but who were not beneficiaries of the loan proceeds were not required to pay a share of the outstanding balance on the notes after withdrawing from the LLC where the governing agreement did not authorize the collection of the outstanding balance upon withdrawal.
Discovery of Records
UBS Financial Services, Inc. v. Efron, Nos. 3D19-1410 & 3D18-2612, decided August 5, 2020. The Florida Court of Appeal ruled that relying on the fact that domestic and foreign affiliated corporations were part of the same extended corporate family and shared a brand fell short of meeting the burden to establish the domestic corporation’s control of and legal right to obtain the foreign affiliate’s records.
Hock v. Triad Guaranty Insurance Corp., Case No. 16-4008, decided March 4, 2020. The Florida Court of Appeal held that an administratively dissolved corporation can commence a lawsuit if it is appropriate to wind up and liquidate.