Crane Company v. Richardson Construction Company, No. 19525.

CourtUnited States Courts of Appeals. United States Court of Appeals (5th Circuit)
Writing for the CourtRIVES, CAMERON and BELL, Circuit
Citation312 F.2d 269
PartiesCRANE COMPANY, Appellant, v. RICHARDSON CONSTRUCTION COMPANY, Bahamas Ltd., et al., Appellees.
Docket NumberNo. 19525.
Decision Date09 January 1963

312 F.2d 269 (1963)

CRANE COMPANY, Appellant,
v.
RICHARDSON CONSTRUCTION COMPANY, Bahamas Ltd., et al., Appellees.

No. 19525.

United States Court of Appeals Fifth Circuit.

January 9, 1963


John L. Britton, Feibelman, Friedman, Hyman & Durant, Fort Lauderdale, Fla., for appellant.

Frank M. Hamilton, Fleming, O'Bryan & Fleming, Fort Lauderdale, Fla., for appellees.

Before RIVES, CAMERON and BELL, Circuit Judges.

RIVES, Circuit Judge.

The only question presented for decision is whether the provisions of Florida Statutes § 608.55, F.S.A.1 apply to a foreign corporation and to the officers and directors of a foreign corporation while such corporation is engaged in business in the State of Florida. We agree with the district court that they do not.

The appellant Crane Company sought to recover the sums due it by the appellee Bahamian corporation from appellee E. J. Richardson, by virtue of the fact that Richardson, while he was an officer of the Bahamian corporation and while that corporation was failing to meet its obligations, had been repaid loans of money made by him to the Bahamian corporation. The appellant insists that

312 F.2d 270
Richardson thus became personally liable to appellant by virtue of the provisions of Florida Statute, § 608.55, F.S.A. The district court, after hearing the evidence, entered its findings and conclusions, ruled that the provisions of the Florida Statute, § 608.55, F.S.A. were not applicable to a foreign corporation, and accordingly entered judgment for defendant Richardson

Florida Statute, § 608.55, F.S.A. (without some later amendments not here material) was first enacted by the Florida Legislature in 1925.2 It was adopted almost entirely from the New York Stock Corporation Law enacted by the Legislature of New York in 1893. In 1894, the Court of Appeals for the State of New York, in Vanderpoel v. Gorman, 140 N.Y. 563, 35 N.E. 932, 24 L.R.A. 548, construed the New York statute as being limited to domestic corporations. Thereafter, in 1897, long before the enactment of the Florida statute, the New York Legislature, by Section 114, Article 11, provided expressly that the New York statute should apply to foreign stock corporations transacting or doing business in the State of New York. See Irving Trust Co. v. Maryland Casualty Co., 2 Cir., 1936, 83 F.2d 168, 170, 111 A.L.R. 781, footnote. The earlier, but not the later, New York statute was adopted by the Florida Legislature.

The Supreme Court of Florida has applied to this particular Florida statute the familiar rule that it is governed by the construction...

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4 practice notes
  • State v. Aiuppa, No. 44264
    • United States
    • United States State Supreme Court of Florida
    • May 1, 1974
    ...at the time of its enactment, by the highest court of the state from which the statute was adopted. Crane Co. v. Richardson Constr. Co., 312 F.2d 269 (CA 5, 1963). Thus, in construing Ch. 73--120 to determine whether it meets the 'specificity' test set forth in Miller, we may properly resor......
  • City of Hugo v. State ex rel. Public Employees Relations Bd., AFL-CIO
    • United States
    • Supreme Court of Oklahoma
    • December 6, 1994
    ...are not persuasive. 28 Kirchner v. Chattanooga Choo Choo, 10 F.3d 737, 738-39 (10th Cir.1993); Crane Co. v. Richardson Constr. Co., 312 F.2d 269-70 (5th Cir.1963). See also, Bank of America v. Webster, 439 F.2d 691, 692 (9th 29 Public Serv. Co. v. State ex rel. Corp. Comm'n, 842 P.2d 750, 7......
  • In re Realsite, Inc., No. 63-244-BK.
    • United States
    • U.S. District Court — Southern District of Florida
    • March 15, 1966
    ...Florida. This distinguishes these circumstances from that which existed in Crane Co. v. Richardson Construction Company, et al., (CCA 5), 312 F.2d 269. Florida Statutes, § 608.55, supra, condemns, "transfers" of corporate property to its shareholders in exchange for a claim, not t......
  • Kirchner v. Chattanooga Choo Choo, No. 92-6346
    • United States
    • United States Courts of Appeals. United States Court of Appeals (10th Circuit)
    • November 30, 1993
    ...intended to add by general provision that which it had deleted from specific enumeration."); Crane Co. v. Richardson Constr. Co., 312 F.2d 269, 270 (5th Cir.1963) (citing Peterman v. Floriland Farms, Inc., 131 So.2d 479, 480 (Fla.1961)) (Florida Supreme Court held legislature's adoptio......
4 cases
  • State v. Aiuppa, No. 44264
    • United States
    • United States State Supreme Court of Florida
    • May 1, 1974
    ...at the time of its enactment, by the highest court of the state from which the statute was adopted. Crane Co. v. Richardson Constr. Co., 312 F.2d 269 (CA 5, 1963). Thus, in construing Ch. 73--120 to determine whether it meets the 'specificity' test set forth in Miller, we may properly resor......
  • City of Hugo v. State ex rel. Public Employees Relations Bd., AFL-CIO
    • United States
    • Supreme Court of Oklahoma
    • December 6, 1994
    ...are not persuasive. 28 Kirchner v. Chattanooga Choo Choo, 10 F.3d 737, 738-39 (10th Cir.1993); Crane Co. v. Richardson Constr. Co., 312 F.2d 269-70 (5th Cir.1963). See also, Bank of America v. Webster, 439 F.2d 691, 692 (9th 29 Public Serv. Co. v. State ex rel. Corp. Comm'n, 842 P.2d 750, 7......
  • In re Realsite, Inc., No. 63-244-BK.
    • United States
    • U.S. District Court — Southern District of Florida
    • March 15, 1966
    ...Florida. This distinguishes these circumstances from that which existed in Crane Co. v. Richardson Construction Company, et al., (CCA 5), 312 F.2d 269. Florida Statutes, § 608.55, supra, condemns, "transfers" of corporate property to its shareholders in exchange for a claim, not t......
  • Kirchner v. Chattanooga Choo Choo, No. 92-6346
    • United States
    • United States Courts of Appeals. United States Court of Appeals (10th Circuit)
    • November 30, 1993
    ...intended to add by general provision that which it had deleted from specific enumeration."); Crane Co. v. Richardson Constr. Co., 312 F.2d 269, 270 (5th Cir.1963) (citing Peterman v. Floriland Farms, Inc., 131 So.2d 479, 480 (Fla.1961)) (Florida Supreme Court held legislature's adoptio......

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