Beltran v. Miraglia

• Decision Date: 10 April 2013
• Docket Number: No. 4D11–4738.,4D11–4738.
• Citation: 125 So.3d 855
• Parties: Antonio BELTRAN, M.D. and Antonio Beltran, M.D., P.A., Appellants, v. Vincent P. MIRAGLIA, M.D., P.A., Appellee.
• Court: Florida District Court of Appeals

125 So.3d 855

Antonio BELTRAN, M.D. and Antonio Beltran, M.D., P.A., Appellants,

v.Vincent P. MIRAGLIA, M.D., P.A., Appellee.

No. 4D11–4738.

District Court of Appeal of Florida,

Fourth District.

April 10, 2013.

Craig M. Rappel and Robert Rappel of Rappel Health Law Group, P.L., Vero Beach, for appellants.

Shelly J. Stirrat and W. Thomas Wackeen of Fox, Wackeen, Dungey, Beard, Bush & McCluskey, LLP, Stuart, and Catherine Miraglia Lecky, Stone Harbor, New Jersey, for appellee.

KEYSER, JANIS BRUSTARES, Associate Judge.

Antonio Beltran, M.D. and Antonio Beltran, M.D., P.A., defendants below, appeal a final judgment finding Dr. Beltran and his professional association jointly and severally liable to plaintiff, Vincent P. Miraglia, M.D., P.A., for claims arising out of a business dispute. Defendants argue that the trial court erred in entering judgment against Dr. Beltran, individually, and that the statute of limitations bars the claims against his professional association. We find merit in both arguments and, therefore, reverse and remand with directions to the trial court to enter judgment in favor of the defendants.

In March of 2009, Vincent P. Miraglia, P.A. filed suit against Antonio Beltran, M.D., individually, seeking Dr. Beltran's share of certain office overhead expenses, alleging theories of recovery based upon breach of oral contracts, unjust enrichment, and quantum meruit. In his answer, Dr. Beltran raised as an affirmative defense the plaintiff's failure to join Dr. Beltran's professional association, Antonio Beltran, M.D., P.A., as an indispensable party.

The non-jury trial of this case commenced in November of 2011. During the presentation of the plaintiff's case in chief, Dr. Miraglia was asked whether his business arrangement had been made with Dr. Beltran individually or with Dr. Beltran's professional association. After Dr. Miraglia testified his business dealings were between “M.D. P.A. on my side and M.D. P.A. on his side” and the alleged oral agreements were made between the professional associations, the plaintiff made an ore tenus motion to amend the complaint to add Dr. Beltran's professional association as a defendant. The defense objected, noting that, in Dr. Beltran's answer, he had raised the plaintiff's failure to join Dr. Beltran's professional association as an affirmative defense. The plaintiff's counsel insisted that, until Dr. Miraglia's testimony at trial, he believed the agreement was with Dr. Beltran personally. The trial court permitted the amendment, with the caveat that the defendants would be permitted to amend the answer so as to raise a statute of limitations defense on behalf of the professional association.

At the conclusion of the trial, the trial court found in favor of the plaintiff and against the defendants on the theories of quantum meruit and/or unjust enrichment and awarded the plaintiff $53,260 in compensatory damages, which represented sums owed for office overhead expenses that had accumulated between June 2004 and June 2006.

At the close of the plaintiff's case, and again at the close of all the evidence, the defendants moved for an involuntary dismissal as to Dr. Beltran, individually, arguing that the evidence established that any agreement was made between the plaintiff and the professional association, not Dr. Beltran personally. The trial court's denial of this motion is reviewed de novo by this court. See 3618 Lantana Rd. Partners, LLC v. Palm Beach Pain Mgmt., Inc., 57 So.3d 966, 968 (Fla. 4th DCA 2011).

No evidence was presented at trial indicating that Dr. Beltran personally entered into any agreements with the plaintiff regarding the splitting of office expenses and medical supplies, or the paying of plaintiff to use a portion of the plaintiff's office space. Dr. Miraglia himself testified the agreement was between “M.D. P.A.” and “M.D. P.A.”

A general principle of corporate law is that a corporation is a separate legal entity, distinct from the individual persons comprising them, and, absent some basis to pierce the corporate veil, there is no basis for imposing liability for corporate debts and obligations upon the individuals. See Gasparini v. Pordomingo, 972 So.2d 1053, 1055 (Fla. 3d DCA 2008). Three factors must be proven to “pierce the corporate veil” and hold an individual shareholder liable for the debts of the corporation:

“(1) the shareholder dominated and controlled the corporation to such an extent that the corporation's independent existence, was in fact non-existent and the shareholders were in fact alter egos of the corporation;

(2) the corporate form must have been used fraudulently or for an improper purpose; and

(3) the fraudulent or improper use of the corporate form caused injury to the claimant.”

Id. (quoting Seminole Boatyard, Inc. v. Christoph, 715 So.2d 987, 990 (Fla. 4th DCA 1998)). Here, there was no evidence of wrongdoing that would support piercing the corporate veil. There was also no evidence that Dr. Beltran agreed to be personally liable for the debt.

In Gasparini, the court reversed the portion of the judgment holding Gasparini personally liable on an unjust enrichment theory since the agreement was made with International Trading, not Gasparini individually. 972 So.2d at 1055. The court noted that the law is clear that mere ownership of a corporation by a few shareholders, or even one shareholder, is an insufficient reason to pierce the corporate veil and, therefore, the mere fact that Gasparini was a stockholder and officer of International Trading did not, without more, create personal liability. Id.; see also King 205, LLC v. Dick Pittman Roof Servs., Inc., 31 So.3d 242 (Fla. 5th DCA 2010) (reversing judgment against individual defendant where contract was with corporate defendant).

Here, while Dr. Miraglia testified he would have looked to Dr. Beltran personally for payment in the event Dr. Beltran's P.A. failed to pay, there was no evidence of any actual agreement between the parties that Dr. Beltran, individually, would serve as a guarantor. Accordingly, a judgment against Dr. Beltran, individually, is not supported by the evidence.

Dr. Beltran next contends that the judgment against his P.A. must be reversed because the trial court found in favor of Dr. Miraglia only with respect to amounts due and owing from June 2004 through June 2006, and the statute of limitations had run as to such claims prior to the time of the plaintiff's November 2011, mid-trial amendment of his pleadings naming the P.A. as a party defendant. The issue of whether the claim is barred by the statute of limitations is a question of law subject to de novo review. See, e.g., Fox v. Madsen, 12 So.3d 1261, 1262 (Fla. 4th DCA 2009) (legal issues surrounding statutes of limitations reviewed de novo).

The trial court entered judgment in favor of the plaintiff based upon the unjust enrichment and/or quantum meruit claims for goods and services provided between June 2004 and June 2006. The relevant statute of limitations for quantum meruit or unjust enrichment claims is four years. See§ 95.11(3)(k), Fla. Stat. (2011) (providing for four-year statute of limitations for “[a] legal or equitable action on a contract, obligation, or liability not founded on a written instrument”). Statutes of limitations on unjust enrichment or quantum meruit claims generally begin to run upon the occurrence of the event that created the uncompensated benefit in the defendant, i.e., the plaintiff performed the labor that benefitted the defendant or the defendant obtained the subject property or goods. See Davis v. Monahan, 832 So.2d...