NARANJA LAKES CONDOMINIUM NO. ONE, INC., NARANJA LAKES CONDOMINIUM NO. TWO, INC., AND NARANJA LAKES CONDOMINIUM NO. THREE, INC., APPELLANTS,
v.
S.A. RIZZO, APPELLEE
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Condominium associations sued their builder and a corporate officer for construction defects. The trial court dismissed all claims against the officer. The appellate court held that while contract claims against the individual officer properly were dismissed, negligence claims could proceed because corporate officers remain personally liable for their own tortious acts despite the corporate form.
The court held that contract claims against the individual officer were properly dismissed, but negligence claims must be allowed to proceed. Corporate officers remain personally responsible for their own tortious acts regardless of whether those acts were performed in the corporate name, and privity of contract is not required in a negligence suit between subsequent purchasers and the builder.
[1] Corporate officers are personally responsible for their tortious acts, even when performed in the corporate name.
[2] Privity of contract is not an essential element in a negligence suit between a subsequent purchaser and the builder of a condominium project.
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“One purpose of the corporate fiction is to insulate stockholders from liability for corporate acts; however, officers of a corporation are no less personally responsible for their tortious acts by virtue of those acts having been performed in the corporate name.”
Establishes that corporate officers cannot hide behind the corporate form for their own tortious conduct
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Join FLexlaw to unlock all legal intelligenceNaranja Lakes Condominium Nos. One, Two, and Three brought suit against J & T Developers and S.A. Rizzo, a corporate officer, for construction defects…
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PER CURIAM.
Appellants, Naranja Lakes Condominium No. One, Inc., No. Two, Inc., and No. Three, Inc., brought suit against their builder and developer, J & T Developers,1 and S.A. Riz-zo, individually, for construction defects. The action against Mr. Rizzo, a corporate officer, consisted of two counts sounding in tort and two counts sounding in contract. The trial court dismissed the entire complaint. We affirm in part and reverse in part.
The trial court correctly dismissed those counts sounding in contract as against Mr. Rizzo. Plaza del Prado Condominium Association, Inc. v. G.A.C. Properties, Inc., 295 So. 2d 718 (Fla. 3d DCA 1974). The negligence issues, however, are controlled by our decision in Adams v. Brickell Townhouse, Inc., 388 So. 2d 1279 (Fla. 3d DCA 1980). In that case we stated, “One purpose of the corporate fiction is to insulate stockholders from liability for corporate acts; however, officers of a corporation are no less personally responsible for their tortious acts by virtue of those acts having been performed in the corporate name.” Adams, supra, at 1280, and cases cited therein.
Appellee’s contention that the appellants lack standing on a privity theory is in our view without merit. See Parliament Towers Condominium v. Parliament House Realty, Inc., 377 So. 2d 976 (Fla. 4th DCA 1979). “[Pjrivity of contract is not an essential element in a negligence suit between a subsequent purchaser and the builder of a condominium project.” Id. at 978. See also A.B. Moyer, Inc. v. Graham, 285 So. 2d 397 (Fla.1973); Navajo Circle, Inc. v. Development Concepts Corp., 373 So. 2d 689 (Fla. 2d DCA 1979).
Affirmed in part, reversed in part and remanded for further proceedings.
. Not a party to this appeal.
BASKIN, Judge
(specially concurring).
I concur in the majority opinion affirming dismissal of the contract claims. I also concur in the reversal of the dismissal of the tort claims. See Orlovsky v. Solid Surf, Inc., 405 So. 2d 1363 (Fla. 4th DCA 1981) and authorities cited; Rizzo’s liability for negligent design does not arise from his status as a corporate officer. Thus, the second amended complaint states a cause of action and should not have been dismissed.
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Cedars OF Lebanon Hosp. Corp. v. European X-Ray Distribs. OF Am., Inc., 444 So. 2d 1068 (Fla. 3d DCA 1984)…egligent performance of a contractual duty by an architect, has a cause of action [in negligence] against the alleged negligent architect, notwithstanding the absence of privity. Id. at 402. See also Naranja Lakes Condominium No. One, Inc. v. Rizzo, 422 So. 2d 1080 (Fla. 3d DCA 1982); Drexel Properties, Inc. v. Bay Colony Club Condominium, Inc., 406 So. 2d 515 (Fla. 4th DCA 1981), rev. denied, 417 So. 2d 328 (Fla.1982); Highlands County School Board v. K.D. Hedin Construction, Inc., 382 So. 2d 90 (Fla. 2d DCA…
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Kerry's Bromeliad Nursery, Inc. v. Reiling, 561 So. 2d 1305 (Fla. 3d DCA 1990)…ler, 544 So. 2d 270 (Fla. 1st DCA 1989); P. V. Constr. Corp. v. Kovner, 538 So. 2d 502 (Fla. 4th DCA 1989); White-Wilson Medical Center v. Dayta Consultants, Inc., 486 So. 2d 659 (Fla. 1st DCA 1986); Naranja Lakes Condominium No. One, Inc. v. Rizzo, 422 So. 2d 1080 (Fla. 3d DCA 1982) (Action for construction defects; two contract counts against corporate officer properly dismissed but two negligence counts for negligent design should have remained pending in light of the general rule that corporate officers “…
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Derf Cattle Co. v. Colpac Int'l, Inc., 463 So. 2d 430 (Fla. 3d DCA 1985)…im from individual liability for his tortious acts, we reverse the judgment below which dismissed the complaint for conversion and fraud and mispre-sentation as against the defendant-appellee Swartz. Naranja Lakes Condominium No. One, Inc. v. Rizzo, 422 So. 2d 1080 (Fla. 3d DCA 1982); Orlovsky v. Solid Surf, Inc., 405 So. 2d 1363 (Fla. 4th DCA 1981); Adams v. Brickell Townhouse, Inc., 388 So. 2d 1279 (Fla. 3d DCA 1980); Ramel v. Chasebrook Construction Co., 135 So. 2d 876 (Fla. 2d DCA 1961).…
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
- A. R. Moyer, Inc. v. Graham, 285 So. 2d 397 (Fla. 1973)
- Orlovsky v. Solid Surf, Inc., 405 So. 2d 1363 (Fla. 4th DCA 1981)
- Navajo Circle, Inc. v. Dev. Concepts Corp., 373 So. 2d 689 (Fla. 2d DCA 1979)
- Bernard Adams (a misnomer whose correct name is Bernard Abrams) v. Brickell Townhouse, Inc., 388 So. 2d 1279 (Fla. 3d DCA 1980)
- Parliament Towers Condo. v. Parliament House Realty, Inc., 377 So. 2d 976 (Fla. 4th DCA 1979)
- Plaza del Prado Condo. Ass'n, Inc. v. GAC Props., Inc., 295 So. 2d 718 (Fla. 3d DCA 1974)