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Ely
Ely, Counselor at Law
Category: Legal
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Experience:  Private practice with focus on family, criminal, PI, consumer protection, and business consultation.
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Under Florida law, is there any case law that that allows an

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Under Florida law, is there any case law that that allows an officer of a corporation to be sued individually arising from a corporate contract when deceptive acts and fraud is alleged as part of a civil theft, conversion and unlawful distraint action in Federal Court (Florida)?
Submitted: 1 year ago.
Category: Legal
Expert:  Ely replied 1 year ago.
Hello, my name is Ely. Welcome to JustAnswer. Please note: (1) this is general information only, not legal advice; and (2) my function is to give you honest information and not necessarily to tell you what you wish to hear. Note: there may be a slight delay between your follow ups and my replies.

This depends - were the acts in question by the officer themselves or by someone else employed by the corporation?

This is not an answer, but an Information Request. I need this information to answer your question. Please reply, so I can answer your question. Thank you in advance.
Customer: replied 1 year ago.

By the CEO, hypothetically. He entered into an oral confidentiality agreement, then signed one later as the corporation.

Expert:  Ely replied 1 year ago.
Was the agreement that he signed PREVIOUSLY the same as the one that he has signed as s corporation?
Customer: replied 1 year ago.

Sorry for delay. The agreement signed, was by the corporation; the oral was by him, nothing signed of course. However, the signed corporate agreement was "effective" for the previous oral agreement, and two months before.

Expert:  Ely replied 1 year ago.
No worries at all, M.

The problem is that while an oral agreement is as binding as a written agreement, it is much harder to prove. A written agreement is self-proving in that there is a written contract. An oral agreement has to be proven, which is very hard to do, especially if the other party denies it.

Ergo, we have to assume that he will deny making that oral agreement. As such, I am afraid that only the written agreement is the one that you would likely be able to enforce.

Ergo, we have a corporation that signed the agreement here, not the individual (at least not one that you can likely prove to the individual). Thus, the corporation is liable, but the individual may not be.

Surely, you prefer that I tell the truth rather than what you wish to hear. Because it reflects very poorly on me unless you press one of the top three faces, keep this in mind when rating my and please do not punish me for being honest. I understand that this may not be easy to hear, and I empathize.

IMPORTANT: Please use REPLY button to keep chatting, or RATE my answer when we are finished. Kindly rate my answer as one of the top three faces before submitting the rating, because this is how I get credit for my time with you. Rating my answer the bottom two faces does not give me credit and reflects negatively on me as an expert, even if my answer is correct. I work very hard to formulate an informative and honest answer for you; please reciprocate my good faith. Do not worry, you may always ask follow ups free after rating. My ultimate goal is your complete satisfaction.
Ely, Counselor at Law
Category: Legal
Satisfied Customers: 89094
Experience: Private practice with focus on family, criminal, PI, consumer protection, and business consultation.
Ely and 2 other Legal Specialists are ready to help you
Customer: replied 1 year ago.

I appreciate your disclaimers and caution statements, but I am not new to court or this site, and appreciate your candor. Of course I want the truth, and of course you are limited in using your expertise because the questions are abbreviated to hypothetical contexts, so this is taken into account. There is considerable extrinsic evidence that leans to supporting the oral agreement; so it might be better to allege accordingly and see if it survives limine.


Thanks.
Michael

Expert:  Ely replied 1 year ago.
M,

You got it; disclaimers are off.

Great. In this case, then this is a clear situation of (1) his agreement and (2) the corporation's agreement.

If so, then technically, the Plaintiff can sue both Defendants but for separate agreements, just in the same suit since the subject matter is the same. So yes, in this case, you can sue both, arguably, provided that you can show that he also had an agreement that he breached.

The key here is that you are pursuing HIM for one agreement, but the corporation for ANOTHER; as dual defendants, both in the same case.
Ely, Counselor at Law
Category: Legal
Satisfied Customers: 89094
Experience: Private practice with focus on family, criminal, PI, consumer protection, and business consultation.
Ely and 2 other Legal Specialists are ready to help you
Customer: replied 1 year ago.

Got it, but what I originally was thinking, that in a "crime" (as Civil Theft is), not to mention "deceptive acts and practices, FS 504.204), the corporate veil can be pierced. I was hoping for some classic case law that exhibits that. The genesis of this relationship is that both parties were friends for many years, but each had their own businesses, and were informal at the beginning discussions of a joint venture, then got more formal later. So this could cut either way, I think.

Expert:  Ely replied 1 year ago.
For this, I would need to know more about the case in general... can you please provide me with a little background as to what happened?
Customer: replied 1 year ago.

Hypothetically speaking, one company is a small boat parts manufacturer with intellectual properties who just filed Ch-11 because it was out of cash but had lots of equity in equipment to make parts. So it decided to sell their big equipment to a friend/competitor of similar products to capture the equity, then buy the parts from them, made on their old equipment. In the process, they move a lot of smaller machines they don't want to sell to the same competitor for a "joint venture." The 2nd company wanted the use of the intellectual properties for their own product line, and that was agreed. The first company is losing some profit by out-sourcing but they cut way back on their overhead to run the machines so for Ch-11 they come out ahead. After the first company moved all their extra parts to the second company for their planned joint venture, then gave them all the intellectual properties for manufacturing the small parts, the second company reneged just as the first company was filing its Ch-11 business plan, and worse, refused to return the intellectual property. Because the first company could not prove to the court it was making an income on schedule as planned, the creditors won their motion to have it converted to Ch-7, and all the equity it had in equipment that was NOT sold was lost to liquidation. Originally, the first company made the second company sign a non-disclosure agreement that provided for "immediate return" of any property submitted for use as part of their joint venture. When the equipment was demanded for return after the second company reneged, the principal of the first company was still the Debtor in Possession Trustee, and entitled to that. After it was converted to Ch-7, the second company bought all the extra equipment on its own premises from the sham auction for 5 cents on the dollar, and got everything. Hope you didn't get lost. I did.

Expert:  Ely replied 1 year ago.
M,

Thank you.

Hope you didn't get lost. I did.

Tough waters (pun intended).

Piercing the corporate veil is unique to every situation. You are not going to find case law that "matches" your situation, either, for there is not a case precedent out there for every situation. What attorneys do is that they pick and choose bits and pieces of case precedent to fit their argument as close as possible. It is almost never exact, however.

And as mentioned - piercing the corporate veil is made on a CASE BY CASE BASIS - so by definition, you are not going to find case precedent here. The best that can be done is to apply the factors that FLORIDA sees as key in piercing the corporate veil and apply it to your matter:

A general principle of corporate law is that a corporation is a separate legal entity, distinct from the persons comprising them. Am. States Ins. Co. v. Kelley, 446 So.2d 1085, 1086 (Fla. 4th DCA 1984). To "pierce the corporate veil" three factors must be proven:

(1) the shareholder dominated and controlled the corporation to such an extent that the corporation's independent existence, was in fact non-existent and the shareholders were in fact alter egos of the corporation;
(2) the corporate form must have been used fraudulently or for an improper purpose; and
(3) the fraudulent or improper use of the corporate form caused injury to the claimant.
Seminole Boatyard, Inc. v. Christoph, 715 So.2d 987, 990 (Fla. 4th DCA 1998) (quoting In re Hillsborough Holdings Corp., 166 B.R. 461, 468 (Bankr.M.D.Fla.1994)).

I hope this clarifies.

Surely, you prefer that I tell the truth rather than what you wish to hear. Because it reflects very poorly on me unless you press one of the top three faces, keep this in mind when rating my and please do not punish me for being honest. I understand that this may not be easy to hear, and I empathize.

IMPORTANT: Please use REPLY button to keep chatting, or RATE my answer when we are finished. Kindly rate my answer as one of the top three faces before submitting the rating, because this is how I get credit for my time with you. Rating my answer the bottom two faces does not give me credit and reflects negatively on me as an expert, even if my answer is correct. I work very hard to formulate an informative and honest answer for you; please reciprocate my good faith. Do not worry, you may always ask follow ups free after rating. My ultimate goal is your complete satisfaction.
Ely, Counselor at Law
Category: Legal
Satisfied Customers: 89094
Experience: Private practice with focus on family, criminal, PI, consumer protection, and business consultation.
Ely and 2 other Legal Specialists are ready to help you
Customer: replied 1 year ago.

Ely, your comments were helpful and much appreciated.


Michael

Expert:  Ely replied 1 year ago.
M,

Likewise, your kind words and intriguing situation was a pleasure. Good luck.
Customer: replied 1 year ago.

Same here.

Expert:  Ely replied 1 year ago.

M, You are very welcome! (Just closing out the thread; please ignore.)

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Ely
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