W & F Ltd.v. Dunkle

444 So. 2d 554, 1984 Fla. App. LEXIS 11481
CourtDistrict Court of Appeal of Florida
DecidedJanuary 25, 1984
DocketNo. 83-1520
StatusPublished
Cited by2 cases

This text of 444 So. 2d 554 (W & F Ltd.v. Dunkle) 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
W & F Ltd.v. Dunkle, 444 So. 2d 554, 1984 Fla. App. LEXIS 11481 (Fla. Ct. App. 1984).

Opinion

GLICKSTEIN, Judge.

This is an appeal by the intervening successor developer from a final judgment rendered in favor of the clerk of the circuit court, who brought an action against Palm Beach County and the Palm Beach County Public Building Corporation. We affirm. The following facts are recited in the thorough final judgment sculpted by the acting circuit judge who presided at the trial:

This suit concerns the $20,000,000 county administrative complex which is presently being constructed adjacent to the existing county courthouse. On January 5, 1981 the Clark Haney Development Team entered into an agreement to construct the administrative complex. As a part of the agreement with the County it was agreed that the financing vehicle for the administrative complex would be a corporation.
Pursuant to that agreement, on April 2, 1981 the Palm Beach County Public Building Corporation, Incorporated, a non-profit corporation was officially chartered. The directors all serve at the discretion of the Board of County Commissioners of Palm Beach County. The Corporation has no members, no stock, no dividends and distributes no income. All assets of the Corporation are to be transferred as a gift to Palm Beach County upon repayment of the Corporation’s $20,000,000 bond issue.
On June 1, 1981 Palm Beach County leased the land that they own adjacent to the present courthouse to the Corporation for a term of thirty years. On the same day the Corporation leased back to the County, for thirty years, the administrative complex. On the same day the Corporation issued $20,000,000 in revenue bonds to finance the construction of the administrative complex. The County ultimately bears the responsibility for repaying these bonds. The rent that the County pays to the Corporation is not a fixed amount, but is in an amount sufficient to cover all repayment on the bonds. Some outside income is earned from interest on the revenues raised and from a Lease to W & F of 70,000 of the approximately 290,000 square feet of the administrative complex. The amount of W & F space decreases over a period of time as the County’s need for space increases. Profits W & F earns in re-leasing this space to private businesses are split equally with the County.
[556]*556The funds from the bond issue have been deposited under an indenture of trust with the First Marine Bank and Trust Company of Palm Beach which acts as the trustee. Payments for construction costs are made directly by the trustee.
The corporation, as the work progresses, submits a request for payment to the County Commissioners or County Administrator, not to the Clerk, for approval prior to payment. (Described in Plaintiffs Exhibit One, document 1.03, Article VI.) The Clerk has no preaudit, audit, custodial, recording or bookkeeping function under the Corporation’s method of preauditing and disbursing funds.
W & F has an interest that would be affected by the declaration of the Court because delays in construction, disputes over disbursement of money, problems with subcontractors, and litigation, all involving W & F could arise as a result of the Court’s declaration.

The trial judge then said:

Presently the funds of the Defendant, Palm Beach County Public Building Corporation, Inc., are being disbursed without the Clerk exercising any power, privilege or right over these funds.
The Court has also been requested to determine the validity or invalidity of the bond issue which resulted in the Defendant Corporation acquiring $20,000,000. The proceeds of this bond issue are presently being expended in the construction of the administrative complex. If these funds were improperly or unlawfully acquired, the Clerk may not be able to disburse them. The Clerk is in doubt as to whether a bond validation referendum was required by law.
The pivotal point in this controversy is whether or not the funds of the Palm Beach County Public Building Corporation are funds of Palm Beach County. The Clerk is the auditor, recorder, custodian and general watchdog of all Palm Beach County funds. Alachua County v. Powers, 351 So.2nd 32 (Fla.1977). [Emphasis added by this court.]
The Defendants claim that the purpose of the corporation is to allow a separate, legally recognized entity to exist. They claim that these bonds are clearly issued by a separate legal entity, the Corporation, that the only body directly obligated to repay the bonds is the Corporation and that the County is solely a lessee of the Corporation.
A corporation is a legal entity by fiction of law with certain specific purposes:
To limit the liability of the equity owners in the corporation, in this corporation there are no equity owners.
To separate the assets of the corporation from the assets of the stockholders of the corporation, in this corporation there are no stockholders.
To separate the assets of the corporation from the assets of the incorporators, in this corporation the County is the in-corporator, it is the County assets that back the bond issue and all the corporate assets immediately become the County’s upon payment of the bond issue.
To preserve the corporate assets for corporate creditors, the only asset of the Corporation is temporary legal title, but not equitable title, to the administrative complex, the real security for the creditors is the nonadvalorem tax revenues of the County.
To acquire or dispose of property separately from its members, in this instance the corporation can not do this without first obtaining the approval of the County.
The $20,000,000 bond issue revenues come from investors who purchased bonds of the Corporation. The bondholders will be directly repaid by the Corporation. The source of funds to repay the revenue bonds comes from the County. Incidental amounts come from a lease agreement with W & F and from interest earned on unspent money being held by the trustee.
Palm Beach County in the past has issued bonds directly as an obligation of Palm Beach County. In this venture, the [557]*557County used an unconventional method of issuance; the formation of the public building corporation.

These bonds appeal to investors due to:

a) their tax free status since the Internal Revenue Service regards these bonds as being issued by a political subdivision of the state.
b) their marketability since the bonds are backed by a lease of the administrative complex from the Corporation to the County wherein the County guarantees that it will pay sufficient revenues to the Corporation to enable the Corporation to repay the bond holders. Without the backing of the County’s nonadvalorem tax revenues the bonds would be unmarketable.
The Corporation was created to finance the development of the County administrative offices, the Corporation was formed by County officials. The officers and directors of the Corporation serve at the pleasure of the County Commissioners, the Bylaws and Articles of Incorporation may not be changed without the approval of the County Commissioners.

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Bluebook (online)
444 So. 2d 554, 1984 Fla. App. LEXIS 11481, Counsel Stack Legal Research, https://law.counselstack.com/opinion/w-f-ltdv-dunkle-fladistctapp-1984.