H.J.J., INC., APPELLANT,
v.
PARTY PRODUCTIONS, II, INC., AND FRED D. PRODUCTIONS, INC., APPELLEES
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Court affirmed summary judgment for successor corporation, holding that creditor failed to establish liability under either de facto merger or mere continuation of business theories.
A creditor cannot impose liability on a successor corporation under de facto merger or mere continuation of business theories without establishing the legal requirements for each doctrine.
[1] A creditor asserting successor liability must establish the specific legal requirements of the doctrine invoked, whether de facto merger or mere continuation of business.
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PER CURIAM.
After obtaining a judgment against the appellee, Party Productions, II, Inc. (“P.P.II”), H.J.J., Inc. brought this creditor’s bill claim against P.P. II, its former principals and the appellee, Fred D. Productions, Inc. (“F.D.P.”), as the alleged successor corporation. The creditor’s bill claim alleged two theories against FDP: defacto merger and mere continuation of business.1 The lower court granted final summary judgment in F.D.P’s behalf on both theories, which now forms the basis of this appeal. Based on the undisputed record evidence below, we agree with the lower court that H.J.J. did not establish the legal requirements necessary to impose liability on appellee under either the theory of defacto merger or mere continuation of business. See Amjad Munim, M.D., P.A. v. Azar, 648 So. 2d 145, 154 (Fla. 4th DCA 1994); Orlando Light Bulb Serv., Inc. v. Laser Lighting and Elec. Supply, Inc., 523 So. 2d 740, 742-43 (Fla. 5th DCA 1988). Accordingly, we affirm.
Affirmed.
. With respect to HJ.J.’s theory of implied assumption of liability advanced on appeal, we note from the record that this claim was not pled or raised below, hence, H.J.J. is precluded from raising it for the first time on appeal. See United Bank of Pinellas v. Farmers Bank of Malone, 511 So. 2d 1078, 1080 (Fla. 1st DCA 1987); Somatra Lines, Ltd. v. Rayne Int’l, Inc., 419 So. 2d 803, 804 (Fla. 3 DCA 1982).
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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H.J.J., Inc. v. Party Prods., II, Inc., 738 So. 2d 515 (Fla. 3d DCA 1999)…FDP in order to avoid paying its debt and that FDP is ultimately responsible for PPII’s debt to HJJ. HJJ subsequently dismissed PPII from the suit and FDP prevailed on its motion for summary judgment. See H.J.J., Inc. v. Party Productions II, Inc., 712 So. 2d 441 (Fla. 3d DCA 1998). Shortly thereafter, PPII and FDP filed a joint motion for attorneys’ fees pursuant to Section 57.105(1), Florida Statutes (1997). Their motion was granted and this appeal followed. Section 57.105(1) provides, in pertinent part:…
Authorities Cited
- Amjad Munim, M.D., P.A. v. George Azar, M.D., 648 So. 2d 145 (Fla. 4th DCA 1994)
- Anderson v. State, 523 So. 2d 740 (Fla. 2d DCA 1988)
- Somatra Lines, Ltd. v. Rayne Int'l, Inc., 419 So. 2d 803 (Fla. 3d DCA 1982)
- United Bank OF Pinellas v. Farmers Bank OF Malone, 511 So. 2d 1078 (Fla. 1st DCA 1987)