Mills Development Corp. v. Shipp & Head, Inc.
| Decision Date | 08 July 1938 |
| Citation | 133 Fla. 352,183 So. 189 |
| Parties | MILLS DEVELOPMENT CORPORATION v. SHIPP & HEAD, Inc., et al. |
| Court | Florida Supreme Court |
Rehearing Denied Sept. 16, 1938.
Suit in equity by Shipp & Head, Incorporated, against the Mills Development Corporation and others for specific performance of a contract to issue stock in defendant corporation to plaintiff and accounting by codefendants as officers of defendant corporation. Judgment for complainant, and defendant corporation appeals.
Affirmed.
Appeal from Circuit Court, Dade County; Arthur Gomez, Judge.
Shutts & Bowen, Crate D. Bowen, and L. S. Julian, all of Miami Mullen & Shea, of Washington, D. C., and Waller & Meginniss, of Tallahassee, for appellant.
Shipp, Evans & Kline and W. H. Burwell, all of Miami, for appellees.
The facts in this case are not stated here because they are fully set out in Mills Development Corporation et al. v. Shipp & Head, Inc., 126 Fla. 490, 171 So. 533, and second appeal, Mills et al. v. Shipp & Head, Inc., 126 Fla 495, 171 So. 535.
The second appeal was special and limited to an interlocutory decree denying appellant's motion to quash the service by publication on defendants and to vacate said order of publication. We affirmed the decree below and held the service by publication sufficient.
The first appeal was from a decree denying a motion to dismiss the bill of complaint. We held that the bill contained equity and that if its allegations were proven, the corporation, appellant in this case, was in possession of assets which were acquired by it solely as the result of a preliminary joint adventure entered upon by the parties defendant who agreed to create such a corporation as a part of the larger scheme which was intended to be merged into and carried out under the corporate form and by its instrumentality.
We accordingly affirmed the decree of the chancellor and remanded the cause for further proceedings. When the mandate went down, a decree pro confesso was permitted to be entered against the individuals personally who composed the corporation. An answer was filed by the corporation defendant, testimony was taken, and on final hearing, the Chancellor found for the complainants and entered judgment against the defendants. The instant appeal is from this finding and decree.
In fine, the decree appealed from held that the bill of complaint alleged a joint adventure to have been entered into between the parties hereto, that the individual defendants confessed to the joint adventure as alleged and that such finding was supported and proven by the evidence. So in reality, we are confronted here with the sole question of whether or not in the light of the evidence, the Chancellor abused his discretion in so holding.
Appellant states and argues eight questions to avoid the final decree appealed from. It is contended that notwithstanding the final decree levied against it, the pleadings and the evidence when carefully examined show...
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