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

• Court: District Court of Appeal of Florida
• Decided: January 4, 2023
• Docket: 21-1781
• Status: Published

Opinion

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 ________________

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.

2 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

3 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.