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Loren
Loren, Attorney
Category: Business Law
Satisfied Customers: 20766
Experience:  30 years experience representing clients .
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Does lease expire or pass to wife

Customer Question

Good Morning, I've been thinking (& praying) this over. If I can't afford representation (yet), I can continue to build our case. I've been told even if I have a solid case, if I try to represent the corporation myself and do it incorrectly, it could be thrown out for good. That takes not wanting to do that in the first place to a whole new level. Maybe there is still some way to take this a step at a time confirming the steps as each needs to be made. Perhaps with help from a law school clinic? idk... Anyway, if an action can't be filed very soon the odds of deposing the director in time greatly deminish. We would have to rely on actions (& lack of) to prove our claim. It seems to me we have solid claims, however, is there a statute of limitations, do breaches expire? When my father's voting shares pass with him to his new wife there's no change, she's controlling now anyway, she would escape accountability but become liable from that time forward and she would still be responsible to address damages to the corporation while he was "director" correct? What about the lease in our agreement? My understanding he could use the land free for his lifetime for his personal cattle (that never did exclude the addition of corporate cattle btw). Does she automatically inherit that lease? If not could she, with voting majority, create her own free lease as lessee & lessor? I'm trying to determine if I have any angle to explore with our agreement.

Submitted: 1 year ago.
Category: Business Law
Expert:  Loren replied 1 year ago.
Thank you for using JustAnswer. I am JudgeLaw and I will do whatever I can to answer your question and provide you excellent service.

First, you may not represent a corporation yourself. You must hire an attorney. A corporation can not be represented in court by other than a licensed attorney.

You know, in all our discussions, I have said that you must get local counsel. There are creative ways of getting paid, such as a contingency fee agreement. If an attorney believes you have a good case they should give the option of a contingency fee. If no attorney will take this case without money upfront, take that as a serious doubt that a winnable claim exists.

Let me know if you have more questions.

Best regards, XXXXX XXXXX

JudgeLaw
Customer: replied 1 year ago.

I understand now. It had been told to me (not by you) that I could file a civil action myself. Although, it was never desireable or advisable.


 


Contingency or percentage has not been an option because they've pretty much drained the bank account. The asset is land. It's not that we don't have a solid case. We need to find a way to fund.


 


Is there a statue of limitations for filing against the breaches?


Would she inherit the free lease? Or could she write a free lease for herself?


 


Leasing the land is one activity that should bring income to the corporation. The agreement was so my father could use the land free for his personal herd during his lifetime. Yet even this should not have kept the corporation from using the land as well.


 

Expert:  Loren replied 1 year ago.
Thanks for the follow up. I understand how frustrating this is.

The title to the property passes subject to the existing tenancy. That is true whether it is sold or inherited.

If I understand correctly, the property is titled to the corporation. So, the issue of inheritance of the property is not really at issue.

The Florida statute of limitations for breach of contract is 5 years for written and 4 years for oral contracts. For a civil claim of fraud is 4 years.

I did not mean to confuse you. You, personally, can file suit for your own claim. If you are filing on behalf of the corporation, then only a licensed attorney could appear for the corporation in court. That is because the corporation exists as a separate and distinct entity. So, just as you (assuming you are not a licensed attorney) could not appear in court representing me, or any other person, you may not represent the corporation either.

I hope this clarifies may last post to you.

JudgeLaw
Customer: replied 1 year ago.

Thank you for that clarification! However, this presents a different confusion...

:-( sorry...

 

First, is the breach of contract you're speaking of the same as breach of fiduciary duties?

 

If so this REALLY changes things because I only began to discover and put these pieces together last year. For instance she became secretary in 2009 but we were never told and he kept signing as secretary as well as director. I discovered that when I found out the corp. was administratively dissolved in 2011.

 

Second, I'm not sure what you mean about "The title of the property passes subject to the existing tenancy." My concern is that she will be able to lease the property to herself for free as he has done. We agreed to let him do that for his lifetime (again not to the detriment of the corporation). Leasing the land should be bringing income into the corporation.

Expert:  Loren replied 1 year ago.
As a shareholder, your approval is not needed to appoint a secretary. Typically, the shareholders elect directors and the directors appoint the officers.

The lease does not just end. The tenant is entitled to enforce the lease for its entire term. This is regardless of a change in ownership (in general) or inheritance. Unless the lease can be terminated early, which I do not recall seeing, she can not cancel it at will.

I still think that you can sue to remove the director for inability to carry out his fiduciary duties. That would be an ongoing problem.

I hope this clarifies things somewhat.

JudgeLaw.
Loren, Attorney
Category: Business Law
Satisfied Customers: 20766
Experience: 30 years experience representing clients .
Loren and 3 other Business Law Specialists are ready to help you
Customer: replied 1 year ago.

Then she would be able to continue to leach off the land for her own benefit just as he has... :-(. Oh brother what a mess.


Thanks for all your help! It is so very much appreciated!!

Expert:  Loren replied 1 year ago.
Jo, you are very welcome and thank you again for your kind words.

Do you want the questions locked which have your documents posted? I would recommend it, but I will do whatever you want.

Regards,

JudgeLaw
Customer: replied 1 year ago.
Yes thank you! I will still be able to contact you with questions relating to this? If they come up?
Expert:  Loren replied 1 year ago.
Yes, just ask for me by name, but you would need to start a new question.

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