Frank v. Freitag

515 So. 2d 335, 12 Fla. L. Weekly 2599, 1987 Fla. App. LEXIS 10868

• Court: District Court of Appeal of Florida
• Decided: November 10, 1987
• Docket: No. 87-746
• Status: Published

Opinion

PER CURIAM.

Jack Freitag, a ten percent stockholder in Canaveral Industrial Park, Inc., brought this action for an accounting on his own behalf and on behalf of other stockholders, against the appellant, Robert Frank, the majority stockholder and director of the corporation. The complaint alleged various breaches of fiduciary duties by Frank, including misappropriation of corporate assets to his own use and benefit. The matter was referred to a special master for findings. Based on the master’s findings the trial court entered a Final Judgment awarding Freitag $1,136 as his eight years’ share of corporate earnings, and $30,000 as a ten percent share of proceeds from an unsatisfied mortgage on the corporation’s real property. Frank, as the managing director, had encumbered corporate property with a $300,000 mortgage, the proceeds of which were deposited into his personal account.

No error is shown in the award of a share of profits from corporate earnings. However, the mere fact that a mortgage is placed on corporate property, and the proceeds are held in an account other than the corporation’s account, does not show that Freitag, or any other stockholder, has yet suffered a monetary loss owing to a breach of a fiduciary duty.

Frank’s remaining points are without merit.

Affirmed in part, reversed in part, and remanded for further proceedings.¹

1 . The parties represent that the mortgage was satisfied and the property sold while this appeal was pending. Apparently there has been no distribution of proceeds from the sale of the real property which is the sole corporate asset.