MOHSEN A. RASHDAN, M.D. AND MOHSEN A. RASHDAN, M.D., P.A., APPELLANTS,
v.
TANVEER A. SHEIKH, M.D., P.A., THE HEART INSTITUTE OF BOCA RATON, INC., JOSE RENE ORDONEZ, M.D., PEDRO F. BADILLO, M.D., HEART CARE ASSOCIATES, P.A., APPELLEES
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Dr. Rashdan appeals a judgment allowing execution against his professional association's assets based solely on his sole ownership. The court reverses, holding that piercing the corporate veil of a professional association requires proof of fraud, fraudulent transfer, or improper conduct, not merely sole ownership.
The corporate veil of a professional association cannot be pierced based solely on sole ownership. Piercing the corporate veil requires a showing of improper conduct, fraud, or that the corporation was organized or employed for a fraudulent purpose or to mislead creditors. Absent such proof, the association's assets are protected from execution on the individual shareholder's debts.
[1] A professional association's assets are not subject to execution for the debts of its sole shareholder absent allegations or evidence of fraud, fraudulent transfer, or ot…
[2] Piercing the corporate veil requires a showing of improper conduct or that the corporation was organized or employed for a fraudulent purpose or to mislead creditors.
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 corporate veil cannot be pierced absent a showing of improper conduct, or that the corporation was organized or employed for some fraudulent purpose or to mislead creditors.”
Establishes the foundational requirement for piercing the corporate veil in Florida law.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceA judgment was obtained against Dr. Mohsen Rashdan. In supplementary proceedings in aid of execution, the trial court allowed execution against the as…
The full statement of facts, procedural history, and disposition for this case are member content.
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PARIENTE, BARBARA, J., Associate Judge.
This appeal arises from proceedings supplementary in aid of execution on a judgment obtained against appellant Mohsen Rashdan, M.D. (Dr.- Rashdan). We reverse because the trial court should not have allowed execution on the assets of appellant Mohsen Rash- - dan, M.D., P.A. (Rashdan, P.A), in the absence of any allegations or evidence of fraud, fraudulent transfer or other improper conduct' on the part of either Dr. Rashdan or his professional association. ,
Even though Dr. Rashdan was the sole owner of Rashdan, P.A., this ownership interest alone does not entitle appellees to the assets of the professional association. The corporate veil cannot be pierced absent a showing of improper conduct, or that the corporation was organized or employed for some fraudulent purpose or to mislead creditors. See Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla.1984); The Moorings at Aberdeen Homeowners Ass’n, Inc. v. UDC Homes, Inc., 673 So. 2d 981 (Fla. 4th DCA 1996); Acquisition Corp. of America v. American Cast Iron Pipe Co., 543 So. 2d 878 (Fla. 4th DCA 1989); Steinhardt v. Banks, 511 So. 2d 336, 338 (Fla. 4th DCA 1987). This legal principle is predicated on the theory that:
Every corporation is organized as a business organization to create a legal entity that can do business in its own right and on its own credit as distinguished from the credit and assets of individual stockholders. The mere fact that one or two individuals own and control the stock structure of a corporation does not lead inevitably to the conclusion that the corporate entity is a fraud or that it is necessarily the alter ego of its stockholders. ... If this were the rule, it would completely destroy the corporate entity as a method of doing business and it would ignore the historical justification for the corporate enterprise system.
Dania Jai-Alai, 450 So. 2d at 1120 (emphasis supplied). Here, there were no allegations or evidence to entitle appellees to pierce the corporate veil.
The pleadings in this case were also devoid of any allegations or evidence that there was an improper transfer of assets from Dr. Rashdan to his professional association, which might have allowed appellees to reach the assets of the professional association. See generally Morton v. Cord Realty, Inc., 677 So. 2d 1322 (Fla. 4th DCA 1996); Amjad Munim, M.D., P.A. v. Azar, 648 So. 2d 145 (Fla. 4th DCA 1994). While subsections 56.29(5) and (6), Florida Statutes (1995), provide a mechanism to enable a trial court in proceedings supplementary to hold a professional association liable for the debts of its individual shareholder, the allegations and evidence in this case showed nothing more than the fact of sole ownership. There were no allegations or evidence in this case of any of the numerous “badges of fraud,” which might have established fraud. Munim, 648 So. 2d at 152; § 726.105(2).
This case can be distinguished from Mun-im where a successor professional association was established only to avoid liability for a judgment against the predecessor professional association. This case is also distinguishable from Ferre v. City Nat’l Bank of Miami, 548 So. 2d 701 (Fla. 3d DCA 1989), relied on by appellees, where the very basis of the supplemental proceedings were allegations of fraudulent conveyances and conspiracy. See also Mash v. Express One Int'l Inc., 585 So. 2d 1154 (Fla. 4th DCA 1991).
In this case, it appears that the sole reason the trial court allowed appellees to obtain assets of Rashdan, P.A. was that Dr. Rash-dan owned 100% of the professional association. Accordingly, we reverse.
STONE, C.J., and GUNTHER, J., concur.
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Norberto Sanchez v. Renda Broad. Corp., 127 So. 3d 627 (Fla. 5th DCA 2013)…debtor was “mere instrumentality” of parent corporation and that judgment debtor fraudulently misled judgment creditor by entering into lease even though it had no ability to fulfill its obligations under that contract); see also Rashdan v. Sheikh, 706 So. 2d 357, 357 (Fla. 4th DCA 1998) (reversing judgment entered against impleaded defendant due to “absence of any allegations or evidence of fraud, fraudulent transfer or other improper conduct on the part of either [the impleaded defendant] or his profession…
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Five Solas, LLC v. RAM Realty Servs., LLC (Fla. 4th DCA 2021)…question. 111 Props., Inc. v. Lassiter, 605 So. 2d 123, 125 (Fla. 4th DCA 1992). Sole ownership interest of a corporate entity does not entitle a claimant to pierce the corporate veil, absent some fraudulent purpose or conduct. Rashdan v. Sheikh, 706 So. 2d 357, 357-58 (Fla. 4th DCA 1998). A hallmark of corporate law is the feasibility, legality, and propriety of different entities for separate business or economic purposes. See generally Burnet v. Clark, 287 U.S. 410, 415 (1932) (“A corporation and its…
Authorities Cited
- Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla. 1984)
- Amjad Munim, M.D., P.A. v. George Azar, M.D., 648 So. 2d 145 (Fla. 4th DCA 1994)
- Steinhardt v. Vannoy Banks, 511 So. 2d 336 (Fla. 4th DCA 1987)
- Acquisition Corp. OF Am. & Kenneth v. Hemmerle, Sr., 543 So. 2d 878 (Fla. 4th DCA 1989)
- Morton v. Cord Realty, Inc., 677 So. 2d 1322 (Fla. 4th DCA 1996)
- Ferre v. City Nat'l Bank OF Miami, 548 So. 2d 701 (Fla. 3d DCA 1989)
- Bradley v. Indian River Mem'l Hosp., Inc., 585 So. 2d 1154 (Fla. 4th DCA 1991)
- The Moorings AT Aberdeen Homeowners Ass'n, Inc. v. UDC Homes, Inc., 673 So. 2d 981 (Fla. 4th DCA 1996)