Meyers v. Club at Crystal Beach Club, Inc.

826 So. 2d 1086, 2002 Fla. App. LEXIS 14273, 2002 WL 31202758
CourtDistrict Court of Appeal of Florida
DecidedOctober 4, 2002
DocketNos. 5D01-1861, 5D01-3086
StatusPublished
Cited by4 cases

This text of 826 So. 2d 1086 (Meyers v. Club at Crystal Beach Club, Inc.) 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
Meyers v. Club at Crystal Beach Club, Inc., 826 So. 2d 1086, 2002 Fla. App. LEXIS 14273, 2002 WL 31202758 (Fla. Ct. App. 2002).

Opinion

PALMER, J.

In this consolidated appeal, Neil Meyers and Jared Meyers appeal (1) the trial court’s order denying their motion to dissolve a temporary injunction (Case No. 5D01-1861); and, (2) the trial court’s order granting The Club at Crystal Beach Club’s motion to vacate a stipulation (Case No. 5D01-3086). Concluding that the record fails to establish that the trial court abused its discretion or otherwise erred in entering these orders, we affirm.

The record reveals that over the last 20 years Neil Meyers, his brother Hillel Meyers, and Robert Kaplus formed various timeshare corporations, each owning shares in said corporations. During the course of their business relationships the parties exchanged allegations of inappropriate management, subterfuge, and misappropriation of corporate assets. By May 1999, this contentious conduct between the three businessmen led Kaplus and Neil Meyers to join forces and to [1088]*1088privately execute a shareholder agreement wherein they agreed to vote their respective stock as a unified block. This agreement gave them control of the corporations. The shareholder agreement was written by Neil Meyer’s son, Jared, and read as follows:

SHAREHOLDER AGREEMENT
This document, entered into on May 24, 1999, by and between Robert A. Kaplus (Kaplus) and Dr. Neil S. Meyers (Meyers), serves as an agreement to vote as a unified block with their specific ownership of stock in the following entities, but not limited to the following: Star Island Development Corp., First Continental Corporation, First Leisure Corporation, First Jefferson Corporation, Star Island Management Co., Florida Fun Attractions Inc., Florida Fun Spots Inc., Twin Lakes II, and other similarly held entities. Based upon Kaplus and Meyers agreeing to indemnify each other in transactions relating to these entities and affiliate entities subject to a settlement between the parties for past opportunities and compensation due to Kaplus.

Thereafter, pursuant to the terms of the shareholder agreement, Kaplus and Neil Meyers reorganized the corporations and made many other corporate decisions.

About a year after the shareholder agreement was signed, Neil and Hillel Meyers’ father died. Their father’s death led the brothers to attempt to reconcile their personal and business relationships. This attempt included the execution of a shareholder agreement by the brothers. Said agreement was placed in escrow but was later withdrawn and never invoked by either brother. However, when Kaplus became aware of the negotiations between the brothers and of their shareholder agreement, he apparently feared that he would soon be the “odd man out”, and thus was receptive when Hillel Meyers approached him with an offer to change sides and to form an alliance with him.

Once the new alliance between Kaplus and Hillel Meyers was formed, Kaplus fired Neil Meyers, Jared Meyers, and Rodney Infante from their positions as corporate officers. In response, Neil Meyers changed the locks on the doors to the corporate offices and refused to surrender his corporate authority.

Kaplus and Hillel Meyers thereafter filed a verified complaint seeking a declaratory judgment, injunctive relief, and money damages. Their complaint alleged that Neil Meyers, Jared Meyers, and Rodney Infante had improperly refused to relinquish corporate property, and that Neil Meyers had engaged in corporate misconduct.

Based on the allegations set forth in the verified complaint, the trial court entered an ex parte temporary injunction enjoining Neil Meyers, Jared Meyers, and Rodney Infante from occupying the executive offices, from acting as officers, directors, or employees of the corporations, and from interfering with lenders or withdrawing money from corporate accounts. In granting the motion for temporary injunctive relief the trial court made a finding that there was an immediate and present danger of irreparable harm. In addition to issuing the temporary injunction, the trial court entered a separate order directing Kaplus and Hillel Meyers to file a stipulation which provided that, pending further order of the court, they would not use corporate assets for dividends or extraordinary payments to shareholders, nor sell or convey any corporate property.

Neil Meyers responded to the temporary injunction by filing an emergency motion to dissolve. The motion alleged that his May 1999 stockholder agreement with Kaplus required Kaplus to vote with him regarding all corporate decisions and thus [1089]*1089precluded him from aligning with Hillel Meyers and voting to take over control of the corporations.

The trial court conducted a six-day evi-dentiary hearing on the pending motion to dissolve. During the course of the hearing Hillel Meyers and Kaplus argued, among other things, that the shareholder agreement between Neil Meyers and Kaplus was unenforceable. Upon review of the evidence presented, the trial court denied the motion to dissolve concluding that in-junctive relief was warranted because an immediate and present danger of irreparable harm existed. The court further ruled that the May 1999 shareholder agreement between Neil Meyers and Kaplus was an unenforceable contract. Neil Meyers filed a timely appeal from that order.

While that appeal was pending, Hillel Meyers and Kaplus filed, in the trial court, a motion to vacate the stipulation which required them to refrain from distributing corporate assets or conveying corporate property. The trial court granted the motion.1 Neil Meyers filed a separate appeal from that order. The two appeals were subsequently consolidated by this court, sua sponte.

Appeal in Case No. SD01-1861

Neil Meyers argues that the trial court abused its discretion in denying his motion to dissolve the temporary injunction. We find no such abuse.

In considering a request for injunction, the trial court has wide discretion to either grant, deny, dissolve, or modify a temporary injunction, and an appellate court will not intercede unless the aggrieved party clearly shows an abuse of discretion. Knox v. Dist. Sch. Bd. of Bre-vard, 821 So.2d 311 (Fla. 5th DCA 2002); Vargas v. Vargas, 771 So.2d 594 (Fla. 3d DCA 2000).

In its final order denying the motion to dissolve the temporary injunction, the trial court found that the shareholder agreement between Neil Meyers and Kaplus was unenforceable and invalid for the following reasons:

(1) The agreement was impermissibly vague, uncertain, and indefinite; (2) the agreement was subject to a condition precedent which never occurred; (3) the agreement was never intended to be a binding contract; (4) even if the contract were intended to be binding, the agreement was unenforceable because Kaplus was fraudulently induced to sign it; and (5) even if the document was intended to be a binding agreement Neil Meyer, by his conduct and words, breached the agreement and thereby excused Kaplus from further performance, repudiated the agreement and thereby excused Ka-plus from further performance, failed to treat and regard the agreement as valid and enforceable and as a result is es-topped from claiming it is enforceable, and/or terminated the purported agreement.

Neil Meyers challenges this ruling essentially arguing that the evidence of record fails to support it. However, our independent review of the evidence found support for each of the trial court’s conclusions.

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Bluebook (online)
826 So. 2d 1086, 2002 Fla. App. LEXIS 14273, 2002 WL 31202758, Counsel Stack Legal Research, https://law.counselstack.com/opinion/meyers-v-club-at-crystal-beach-club-inc-fladistctapp-2002.