Aloisi v. Aloisi

639 So. 2d 91, 1994 Fla. App. LEXIS 5300, 1994 WL 236496
CourtDistrict Court of Appeal of Florida
DecidedJune 3, 1994
DocketNo. 93-1130
StatusPublished

This text of 639 So. 2d 91 (Aloisi v. Aloisi) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Aloisi v. Aloisi, 639 So. 2d 91, 1994 Fla. App. LEXIS 5300, 1994 WL 236496 (Fla. Ct. App. 1994).

Opinion

PETERSON, Judge.

Anna Patricia Aloisi appeals the final judgment dissolving her October, 1988 marriage to Lambert G. Aloisi. We vacate the final judgment except that portion dissolving the marriage and remand for further proceedings.

When the parties married, the husband was age 68 and the wife was approximately seven years younger, and neither possessed more than a few assets of small value. The husband earned a $50,000 per year income as a consultant in the insurance industry and had been residing with the wife in her rented apartment in New York. His income did not reflect the masters degree in business administration and philosophy or the substantial success that he enjoyed earlier in life as the chief executive officer of a life insurance company. The company, which he founded, grew between 1967 and 1976 into an $11 billion company. On the other hand, the wife, whom he had known for many years before the marriage, left high school before graduation in order to help her parents financially. She had earned $8 per hour as a nursing assistant before she retired, at the beginning of the marriage, on a small pension and social security benefits of less than $700 per month. She was 64 years of age at the time the dissolution became final some three and one-half years later.

Shortly after the parties were married, business acquaintances of the husband prevailed upon him to investigate and eventually lend his reputation to and take over the management of a financially-troubled insurance company located in Florida. The company, National Heritage Life Insurance Company (Heritage), substantially improved its premium sales while he was its CEO. His annual compensation from Heritage grew rapidly from $75,000 in 1990 to $235,000 in January, 1992.

The parties’ living standard also skyrocketed during the marriage. They purchased a home together in 1991 for $230,000, spent $50,000-$60,000 on improvements and $40,-000-$50,000 on furnishings. They were also able to acquire a collection of Tiffany lamps valued by the wife at $10,000, but by the husband at $100,000.

Debt was also incurred during the marriage. The husband borrowed $50,000 as a down payment on the home and the parties incurred a $190,000 mortgage. A Lincoln automobile was purchased but it was subject to a $12,000 lien at the time of the dissolution. Credit card balances by the date of the dissolution proceedings had reached $17,000; $38,000 was due to the husband’s brother, Alfred Aloisi, to repay a loan, and $135,000 was payable to husband’s acquaintance, Don Goodman.

While the wife has raised eight errors in the proceedings and judgment, the issues of merit involve the stock of Tri-Atlantic Holdings, Inc. (Tri-Atlantic) and failure to award alimony.

Tri-Atlantic Holdings, Inc.

During the marriage, the husband accumulated 100% of the capital stock of Tri-Atlantic without having made any cash payment or incurring any debt. Tri-Atlantic owns a majority interest in the stock of Lifeco Investment Group, Inc. (Lifeco) and the husband is its board of directors chairman and CEO. Lifeco in turn owns 100% of the outstanding stock of Heritage and another Lifeco subsid[93]*93iary, Lifeco Marketing, Inc., the marketing arm of Lifeco. The husband was given 10% of the Tri-Atlantic’s stock as an inducement to become CEO of Heritage, and, because of governmental requirements, the remaining shareholders had to sell their stock. TriAtlantic purchased the remaining 90% of the stock as treasury stock and in order to acquire it incurred a debt of $4 million that was payable on July 1, 1993 plus 8% interest.1 The record does not reflect how that debt was to be retired, although evidence presented at the dissolution hearing indicated a plan to raise funds through a sale of additional stock. Of course, the husband would no longer be the sole stockholder if such a sale were accomplished.

During the relatively short duration of the marriage, the husband, through his association with the three corporations and with the aid of other officers, turned Heritage into a viable business. The husband took over Heritage in the latter half of 1990 when the company’s total revenue for the full year was $23 million. As of April 1992, Heritage was grossing premium income on the average of $20 million per month. The increase per month over the previous six months was at a greater rate than comparable companies according to the husband; the increase in sales per month from 1990 is over 1000%.

However, this phenomenal growth was not without problems. While the premiums grew, the exposure to insureds increased and the reserve requirements of regulatory insurance agencies had to be met. Investments had to be made with the premium income and the investment practices of management prior to husband’s takeover were the subject of investigatory hearings by agencies.

The husband argues that the TriAtlantic stock is a non-marital asset because it was his reputation and experience acquired prior to the marriage that was responsible for the acquisition of the stock after marriage. This argument is incorrect. See, Thompson v. Thompson, 576 So.2d 267 (Fla.1991). Contrary to the husband’s argument and the trial court’s finding, the stock of TriAtlantic is clearly marital property subject to equitable distribution.

The trial court also found the stock to have little or no market value, and to be subject to certain transfer restrictions imposed by the Delaware Insurance Department. The only testimony as to value came from the husband. That testimony is confusing in that it ranges from a market value of $2.5 million to zero. It is not entirely clear from a review of the record that the husband meant to testify that the higher figure was market value rather than book value before the corporation became indebted for $4 million to acquire all of its own outstanding stock except the ten percent owned by the husband.

The value of the Tri-Atlantic stock owned by the husband could be of less importance if the stock was simply distributed equally to the parties. That solution would have allowed each of the parties to realize equally whatever bad or good fortune the related corporations may experience in the future. However, the husband presented evidence of and the trial court found restrictions on transferability that would seem to foreclose that idea. Even wife’s counsel agreed that distributing a portion of the stock to the wife was not a very practicable alternative:

That stock is — yes, it is legend (sic) so he can’t transfer it without the permission of the insurance commissioner. I even agree with Mr. Young but it would be difficult at best to transfer a portion of the stock to Mrs. Aloisi on the grounds that it would interfere with the smooth running of the business. That is a valid consideration.
The wife’s attorney went on to argue that a sizable lump sum distribution would be a fail* alternative to the award of the stock. However that could be unfair to the husband if the trial court’s valuation of zero ultimately proved to be accurate by cessation of the operations of Heritage by regulatory order or other future events causing the stock to become worthless prior to the husband having an opportunity to benefit from it.

[94]*94Notwithstanding the restriction on the transfer of shares, the trial court’s final judgment contains a confusing and troublesome provision that undermines its finding that “this stock [Tri-Atlantic] ...

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Related

Novak v. Novak
429 So. 2d 414 (District Court of Appeal of Florida, 1983)
Thompson v. Thompson
576 So. 2d 267 (Supreme Court of Florida, 1991)
Good v. Good
458 So. 2d 839 (District Court of Appeal of Florida, 1984)

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Bluebook (online)
639 So. 2d 91, 1994 Fla. App. LEXIS 5300, 1994 WL 236496, Counsel Stack Legal Research, https://law.counselstack.com/opinion/aloisi-v-aloisi-fladistctapp-1994.