J&R UNITED INDUSTRIES, INC., etc. v. STEPHEN E. MIRON, etc.

Third District Court of Appeal
State of Florida
Opinion filed January 4, 2023.
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No. 3D21-1781
Lower Tribunal No. 11-27895
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J&R United Industries, Inc., etc.,
Appellant,
vs.
Stephen E. Miron, etc.,
Appellee.
An Appeal from the Circuit Court for Miami-Dade County, Mark
Blumstein, Judge.
Karen B. Parker, P.A., and Karen B. Parker, for appellant.
Tobin & Reyes, P.A., and Adrian J. Alvarez (Boca Raton), for appellee.
Before EMAS, GORDO and BOKOR, JJ.
GORDO, J.
ON MOTION FOR REHEARING
We deny J&R United Industries, Inc.’s (“J&R”) motion for rehearing,
but withdraw our previous opinion, and substitute the following opinion in its
stead.
INTRODUCTION
J&R appeals a final judgment entered after a full non-jury trial in favor
of Stephen E. Miron, individually and as personal representative of the
Estate of Julie Miron (“Miron”). We have jurisdiction. Fla. R. App. P.
9.030(b)(1)(A). We affirm the final judgment finding competent, substantial
evidence supports the trial court’s findings.
FACTUAL AND PROCEDURAL BACKGROUND
This appeal stems from a lawsuit initiated in 2011 where Miron sued
South American Textile Manufacturing Group, Inc. (“SATM”) for breach of a
commercial lease contract. After years of litigation and following a bench
trial, the trial court entered judgment in 2017 in favor of Miron and against
SATM in the amount of $1,479,914.31, plus interest. Thereafter, the trial
court in 2018 entered a final judgment for attorney’s fees and costs against
SATM in the amount of $207,020.38, plus interest. The judgments remained
unpaid.
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In 2019, Miron filed a motion for leave to file a supplemental complaint
to implead J&R as an alter ego and successor entity of SATM under a de
facto merger. The trial court granted Miron’s motion. J&R denied the
allegations and the parties proceeded to try the case in a bench trial. The
trial court entered final judgment in favor of Miron. J&R filed a motion for
rehearing that was denied. This appeal followed.
STANDARD OF REVIEW
“When a cause is tried without a jury, the trial judge’s findings of fact
are clothed with a presumption of correctness on appeal, and these findings
will not be disturbed unless the appellant can demonstrate that they are
clearly erroneous.” Sunshine State Ins. Co. v. Davide, 117 So. 3d 1142,
1144 (Fla. 3d DCA 2013).
LEGAL ANALYSIS
Florida follows the corporate law rule that the liability of a selling
predecessor corporation is not imposed upon the buying successor
company unless: “(1) the successor expressly or impliedly assumes the
obligations of the predecessor; (2) the transaction is a de facto merger; (3)
the successor is a mere continuation of the predecessor; or (4) the
transaction is a fraudulent effort to avoid liabilities of the
predecessor.” Reina v. Gingerale Corp., 472 So. 2d 530, 531 (Fla. 3d DCA
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1985). “The imposition of liability upon a successor corporation is based on
the notion that no corporation should be permitted to commit a tort or breach
of contract and avoid liability through corporate transformation in form
only.” Lab. Corp. of Am. v. Prof’l Recovery Network, 813 So. 2d 266, 269
(Fla. 5th DCA 2002). Here, the trial court concluded there was evidence to
support the last three exceptions. We find the trial court’s findings of fact are
supported by competent, substantial evidence.
Affirmed.
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