TRIPLE T., INC., D/B/A TRIPLE T. REALTY, INC., APPELLANT,
v.
MOHAMMAD JAGHORY, APPELLEE
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Triple T. Realty, Inc. appealed a summary judgment dismissing its breach of contract action against Mohammad Jaghory on the ground that Triple T. was a dissolved corporation when it executed the real estate commission agreement. The court reversed, holding that Triple T.'s reinstatement under Florida's corporate revival statute relates back to the date of dissolution, allowing the corporation to maintain the lawsuit.
The court held that the defendant waived the corporate dissolution defense by failing to specifically plead it as an affirmative defense. Moreover, even if not waived, Florida's corporate revival statute allows a reinstated corporation to bring suit on contracts arising before reinstatement because reinstatement relates back to the date of administrative dissolution, as if the dissolution had never occurred.
[1] A dissolved corporation may maintain a lawsuit if it complies with statutory requirements prior to the dismissal of the suit.
[2] The affirmative defense of a corporation's failure to comply with statutory law must be specifically pleaded, and failure to do so constitutes waiver.
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“The rule is well settled that a law suit may be maintained if there has been compliance with [Chapter 608, Fla.Stat.] prior to the dismissal of the suit.”
Establishes that reinstatement before suit dismissal permits maintenance of the lawsuit
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Join FLexlaw to unlock all legal intelligenceTriple T. Realty, Inc. brought suit against Mohammad Jaghory for breach of a real estate commission agreement executed on July 10, 1985. Jaghory answe…
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POLEN, Judge.
Appellant, Triple T. Realty, Inc., appeals a final summary judgment entered in favor of appellee, Mohammad Jaghory. We reverse.
Appellant brought suit against appellee alleging breach of a real estate commission agreement executed by the parties on July 10, 1985. Appellee answered the complaint alleging only a statute of limitations defense. Following denial of appellant’s motion for summary judgment, appellee sought summary judgment on the ground that appellant was a dissolved corporation and therefore the commission agreement it executed was a nullity.
Prior to hearing appellee’s summary judgment motion, appellant filed an affidavit in which its sole stockholder attested to the fact that the corporation had been reinstated, attaching a certificate from the Florida Department of State certifying that appellant’s status was active. Notwithstanding appellant’s reinstatement, the trial court granted final summary judgment in favor of appellee. A subsequent order denying appellee’s motion for attorney’s fees is the subject of Jaghory v. Triple T., Inc., Case No. 92-0553.
“The rule is well settled that a law suit may be maintained if there has been compliance with [Chapter 608, Fla.Stat.] prior to the dismissal of the suit.” Babe, Inc. v. Baby’s Formula Serv., 165 So. 2d 795 (Fla. 3d DCA 1964). Further, the affirmative defense of a corporations’s failure to comply with statutory law must be specifically pleaded. Id. at 799. Appellee’s failure to specifically, plead this affirmative defense constituted waiver. Even if appellee had not waived this defense, reversal is mandated by Florida’s corporate revival statute, section 607.1422, Florida Statutes (Supp.1990), which provides in pertinent part:
607.1422 Reinstatement following administrative dissolution.—
(l)(a) A corporation administratively dissolved under s. 607.1421 may apply to the Department of State for reinstatement at any time after the effective date of dissolution....
(3)When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(emphasis added).
This statute has been interpreted as allowing a reinstated corporation to “bring, defend, or intervene in any lawsuit, even one which is based on facts that arose prior to its reinstatement.” Friedlander v. J. W. Dyches, Inc., 582 So. 2d 56, 57 (Fla. 2d DCA), review denied, 591 So. 2d 182 (Fla. 1991). See also LeLac Property Owners’ Ass’n, Inc. v. Routh, 493 So. 2d 1131 (Fla. 4th DCA 1986); Cosmopolitan Distributor, Inc. v. Lehnert, 470 So. 2d 738 (Fla. 3d DCA 1985), review denied, 486 So. 2d 596 (Fla.1986). Appellant’s reinstatement related back to the date it was administratively dissolved, thus precluding summary judgment on the basis advanced by appel-lee.
REVERSED.
HERSEY and FARMER, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Paul R. Levine, M.D. v. Paul R. Levine, M.D., 734 So. 2d 1191 (Fla. 2d DCA 1999)…thereafter. See Babe, Inc. v. Baby’s Formula Serv., Inc., 165 So. 2d 795 (Fla. 3d DCA 1964) (holding under predecessor statute that corporation could pro [*1198] ceed with suit if it became reinstated prior to dismissal); Triple T., Inc. v. Jaghory, 612 So. 2d 642 (Fla. 4th DCA 1998). In this regard Gordimer and his firm contend that an administratively dissolved corporation cannot become reinstated more than three years after its dissolution. It is true that prior to the 1989 overhaul of the Corporation Act…
Authorities Cited
- Babe, Inc. v. Baby's Formula Serv., Inc., 165 So. 2d 795 (Fla. 3d DCA 1964)
- Cosmopolitan Distribs., Inc. v. Lehnert, 470 So. 2d 738 (Fla. 3d DCA 1985)
- LeLAC Prop. Owners' Ass'n, Inc. v. Routh, 493 So. 2d 1131 (Fla. 4th DCA 1986)
- Friedlander v. J.W. Dyches, Inc., 582 So. 2d 56 (Fla. 2d DCA 1991)