Flye v. Jeffords
| Decision Date | 13 November 1958 |
| Docket Number | No. A-239,A-239 |
| Parties | Mattie F. FLYE, as Administratrix of the Estate of George C. Miller, Deceased, Appellant, v. Mrs. D. D. JEFFORDS, as distributee, E. M. Miller, as distributee, J. T. Miller, Jr., as distributee, C. S. Miller, as distributee and as director- trustee, J. C. Miller as distributee and as director-trustee, of J. T. Miller Turpentine Co., a dissolved corporation under the laws of the State of Florida; and E. M. Miller and J. T. Miller, Jr., as executors of the Estate of J. T. Miller, Deceased, Appellees. |
| Court | Florida District Court of Appeals |
Earle C. Moss, Jr., G. Frank Godfrey, Jacksonville, Earl G. Nicholson, Palatka, and Rogers, Towers, Bailey & Jones, Jacksonville, for appellant.
Dowda & Millican, Palatka, and Ausley, Ausley & McMullen, Tallahassee, for appellees.
This is an appeal from the final order entered by the Circuit Court for Putnam County granting the motion of the appellees-defendants to dismiss the amended complaint of the appellant-plaintiff. The court in this order, after reciting that the plaintiff had announced that she did not desire to plead further, then dismissed the cause with prejudice.
In her amended complaint the plaintiff, as the administratrix of the estate of her deceased husband, George C. Miller, sued Mrs. Jeffords, as distributee, E. M. Miller, as distributee, J. T. Miller, Jr., as distributee, C. S. Miller, as distributee and director-trustee, J. C. Miller, as distributee and director-trustee, of the J. T. Miller Turpentine Co., a dissolved corporation, and E. M. Miller and J. T. Miller, Jr., as executors of the estate of J. T. Miller, Sr., deceased, alleging: That on March 7, 1928, J. T. Miller, Sr., deceased, his brother, George C. Miller, and J. T. Miller, Sr.'s son, C. S. Miller, caused to be incorporated under the laws of Florida the J. T. Miller Turpentine Co., with its principal place of business at Interlachen in Putnam County, to engage in turpentine, commissaries, citrus, sawmill, and farming operations, and many other related industries; that George C. Miller on February 29, 1928, subscribed to one share of stock, which was issued as Share No. 2, on March 27, 1928, which share was seen for the first time on May 21, 1956, by the plaintiff in the possession of one Boyer, who had possession of a part of the records of the company, the same having a notation across the face of the certificate cancelled March 27, 1929, without an endorsement or assignment in writing by George C. Miller; that George C. Miller was listed as owner of one share of stock on June 30, 1934, upon the records of the company; that as late as August 20, 1943, George C. Miller was a vice-president and director of the company and occupied such capacity until his death on March 6, 1944; that George C. Miller died as owner of one share of stock of the corporation, and that the plaintiff was not notified of, nor did she consent to, the dissolution as set forth in the certificate of dissolution dated October 12, 1954, as filed in the office of the Secretary of State of Florida on October 26, 1954.
The plaintiff further alleged in her amended complaint that the corporation before its dissolution date, by its president, J. T. Miller, Sr., deceased, and its secretary, C. S. Miller, executed a deed dated October 19, 1954, conveying its interest to the defendants as a distribution of the assets of the corporation, contrary to the plaintiff's interest; that the plaintiff has requested of C. S. Miller, the former secretary of the corporation the possession of the one share issued to George C. Miller, or his interest in the corporation, and to see the records of the stockholders, both requests have been refused; that she is without remedy save in a court of equity to enforce her interest, etc.
The plaintiff also alleged in her amended complaint that during his lifetime George C. Miller contributed greatly to the 'incrementum corpus' of the corporation, from the date of its incorporation in 1928 and until his death in 1944, in monies and by his daily attending to the operations and by his physical appraisal of lands and timber acquired through purchase; that as shown in the corporation's tax returns, during his lifetime he received little or no salary for his responsibilities and duties, whereas immediately upon his death J. T. Miller, Sr. and C. S. Miller, the remaining officers in 1945 and the years thereafter received salaries ranging from $4,000 to $7,500 each year; that this was contrary to an agreement between J. T. Miller, Sr., George C. Miller, and C. S. Miller that upon the debts and obligations being retired the interest of each would be as follows: J. T. Miller, Sr., 50% of the company, George C. Miller 25%, and C. S. Miller 25%; that the company was an 'alter ego' of J. T. Miller, Sr., who originally controlled almost the entire company prior to the agreement mentioned and changed shares of stock freely between the members of his family, as shown by the stock book of the company, and in many instances made separate notations of transfer of stock.
The plaintiff finally averred that the defendants had fraudulently and falsely misrepresented to her that she had no interest or claim in the company, by controlling the books of the company and continually disaffirming the interest of George C. Miller and constantly denying to the plaintiff access to the company's records from October 1954, until May 21, 1956, when the plaintiff was given permission to inspect the stock book in the possession of the said Boyer, wherein for the first time the plaintiff discovered Share No. 2, this being the first time when the plaintiff discovered the fraud and misrepresentation as to the interest of George C. Miller; that the defendants caused proceedings for dissolution of the corporation to be instituted and completed wherein the certificate of dissolution dated October 12, 1954, recited that the resolutions of dissolution were adopted by the directors of the company in special meeting held on October 1, 1954, and by the stockholders of the corporation at a special meeting held on the same date, at which all of the outstanding capital stock was represented in person, whereas said certificate was false and fraudulently made since the plaintiff was never notified of the meeting nor did she consent to the action taken at the meeting, which meeting resulted in the issuance of the deed mentioned above. The plaintiff prayed for an accounting and imposition of trust upon the property distributed during and after the dissolution of the company, and for attorney's fees and costs.
The defendants-appellees filed their motion to dismiss the amended complaint, setting forth as grounds that the complaint failed to state a cause of action in equity authorizing an accounting, and other grounds, including one that 'the complaint shows on its face laches which would bar recovery under any theory.'
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