Home Development Co. of St. Petersburg v. Bursani, 33242
| Decision Date | 02 October 1964 |
| Docket Number | No. 33242,33242 |
| Citation | 168 So.2d 131 |
| Court | Florida Supreme Court |
| Parties | HOME DEVELOPMENT COMPANY OF ST. PETERSBURG, INC., and ROY J. Deeb and Marilyn K. Deeb, his wife, Petitioners, v. Rudolph BURSANI and Lillian Bursanl, Individually and as husband and wife, Respondents. |
Kiernan & Reams, St. Petersburg, for petitioners.
Nelson, Beckett & Nelson, St. Petersburg, for respondents.
This cause is before the court on 'direct conflict' certiorari to review a decision of the Second District Court of Appeal affirming a decree of the Circuit Court in and for Pinellas County.
Probable jurisdiction having been made to appear, the cause was set down for oral argument on the question of jurisdiction and on the merits and is now before the court for decision in the light of such argument and the briefs of the parties.
The litigation arose out of a disagreement between the petitioner Deeb and the respondent Bursani, each of whom (with their respective spouses) are the owners and holders of 50 percent of the stock of the petitioner corporation, Home Development Company of St. Petersburg, Inc. This corporation was organized by the parties in 1957 for the purpose of building houses for sale for a profit, the parties having previously engaged in a similar joint venture in the name of a corporation wholly owned by Mr. Deeb. The charter of the newly formed corporation provided, in Article III thereof, for the issuance of 100 shares of common stock and specifically restricted the sale thereof, as follows:
The parties also entered into a stock-purchase agreement, at the time of the formation of the corporation, by which the Bursanis agreed to sell to the corporation, at the request of the Deebs, their shares of stock 'in accordance with the procedure set forth in ARTICLE III, Section 1, of the corporation charter;' the Deebs agreed that, at the request of the Bursanis, they would 'cause the capital stock of the [Bursanis] to be purchased pursuant to ARTICLE III--Section 1, of the corporation charter;' and the corporation agreed that, at the request of either the Deebs or the Bursanis, it would comply with the provisions of Article III of the charter.
About a year and a half and some thirty-four houses later, the parties came to a parting of the ways; and, after an exchange of correspondence in which Mr. Bursani's attorney advised Mr. Deeb that he had until December 17, 1959, to make a proposal to purchase the Bursanis' stock, otherwise he would advise Mr. Bursani to bring a stockholder's suit for an accounting etc. to dispose of Mr. Bursani's holdings in the corporation, and a reply by Mr. Deeb's attorney to the effect that the corporation was exercising its stock purchase rights as of December 17, 1959, and would proceed 'with all due dispatch' to determine the value of the Bursanis' stock 'according to the provisions of the charter', the instant suit was filed by the Deebs and the corporation, as parties plaintiff, against the Bursanis, praying for injunctive relief against the allegedly damaging interference by Mr. Bursani with the corporation's business affairs and 'for such further orders as may be required for the enforcement of the contract for the sale by [the Bursanis] of their stock in the plaintiff corporation to the plaintiff corporation.'
The Bursanis filed answer and counterclain, denying the alleged interference, alleging that they were ready and willing to convey their stock to the corporation upon the payment to them of the 'actual book value' of the stock after the same was ascertained 'after a full and complete accounting', and counterclaiming for amounts allegedly due them on promissory notes of the corporation, the use by the corporation of a truck owned by them, and other items.
The cause was referred to a Special Master to hear the testimony, to 'state' an accounting, to make findings of fact and draw conclusions of law, and report the same and his recommendations to the court. Although voluminous testimony was heard by the Master, the salient facts are few. As shown by his report, an independent audit of the corporation's books and records was made, which showed corporate assets--consisting of cash, notes and accounts receivable,...
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Hoisington v. Kulchin, 33609
...judgment is bottomed and a request thereto by this Court is not unreasonable or improper. See Home Development Company of St. Petersburg, Inc., et al. v. Bursani et al., Fla., 168 So.2d 131, opinion filed October 2, 1964, Cf. State v. Bruno, Fla., 104 So.2d 588, and Rosenthal v. Scott, Fal.......
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...deciding by a divided court (5-2) to request an opinion on a per curiam reversal.8 See, for example, Home Development Co. of St. Petersburg, Inc. v. Bursani, 168 So.2d 131 (Fla.1964); Young Spring & Wire Corp. v. Smith, 168 So.2d 540 (Fla.1964); Fontainebleau Hotel Corp. v. Forty-five Twent......
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Home Development Co. of St. Petersburg v. Bursani, 33242
...we did not have the benefit of an opinion agreed to by the majority of the District Court, and thus released jurisdiction to that court, 168 So.2d 131, inviting it to adopt an opinion setting forth the theory and reasoning upon which its decision had been reached, and posing particularly th......
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