Cook v. Lee, 73--356

• Decision Date: 19 February 1974
• Docket Number: No. 73--356,73--356
• Citation: 290 So.2d 65
• Parties: Rebecca E. COOK, Individually and as Executrix of the Last Will and Testament of William L. Cook and Bahamas Air Taxi, Inc., Appellants, v. Robert L. LEE and Westchester National Bank of Dade County, Appellees.
• Court: Florida District Court of Appeals

Page 65

290 So.2d 65

Rebecca E. COOK, Individually and as Executrix of the Last Will and Testament of William L. Cook and Bahamas Air Taxi, Inc., Appellants, v. Robert L. LEE and Westchester National Bank of Dade County, Appellees.

No. 73--356.

District Court of Appeal of Florida, Third District.

Feb. 19, 1974.

Frates, Floyd, Pearson, Stewart, Proenza & Richman and Christian D. Searcy, Miami, for appellants.

Adams, George, Wood, Schulte & Thompson, Jeanne Heyward, Miami, for appellees.

Before BARKDULL, C.J., and HENDRY and HAVERFIELD, JJ.

HAVERFIELD, Judge.

Plaintiff-appellants appeal a final judgment awarding defendant-appellees a one-half interest in three aircraft or proceeds from the sale thereof and an accounting and full distribution.

In March 1969, plaintiff's husband, William Cook, was desirous of purchasing the plaintiff corporation Bahamas Air Taxi, Inc. (herein referred to as BAT) and persuaded the defendant Robert Lee, an experienced aviation consultant, to join with him in this venture so that he (Cook) might be able to obtain financing and also have the benefit of Lee's aviation experience. Thereupon, Cook and Lee entered into an agreement which provided in part: that 50% Of the BAT stock would be issued to Cook and the remaining 50% Would be held as treasury stock which would only be sold to Lee for $15,000 within a period of five years; that BAT would pay Lee $200 per month for his services as a consultant; that Lee would pledge as security certain property owned by him to obtain $50,000 from the Small Business Administration (SBA) and that if BAT was unable to pay its debts, Cook voluntarily would relinquish control and ownership thereof to Lee. Pursuant to the terms of the above agreement, Cook purchased BAT's capital stock. The purchase price of two airplanes necessary for the operation of BAT was set at $59,000. Cook and Lee in order to obtain financing therefor applied for an SBA guaranteed loan through the Westchester National Bank. They were informed that the SBA would guarantee the loan for the purchase of the aircraft if Cook and Lee, as equal partners, took title thereto. Subsequently, the bank made two SBA guaranteed loans for the purchase of the two planes and life insurance policies, and as collateral therefor Lee placed a mortgage on ten acres of land which he owned, Cook and Lee executed a mortgage on the airplanes, and purchased the required insurance policies. In addition, Lee, Cook and their wives signed notes and a guarantee of payment. Lee and Cook then entered into another agreement which described them and their wives as officers, directors and shareholders of BAT, and recited that they were the owners of the aircraft. On...