Roberts' Fish Farm v. Spencer, 32135

• Decision Date: 24 May 1963
• Docket Number: No. 32135,32135
• Citation: 153 So.2d 718
• Parties: ROBERTS' FISH FARM and Florida Fish Farm, Inc., Petitioners, v. John Joseph SPENCER and the Florida Industrial Commission, and administrative agency, Respondents.
• Court: Florida Supreme Court

Page 718

153 So.2d 718

ROBERTS' FISH FARM and Florida Fish Farm, Inc., Petitioners, v. John Joseph SPENCER and the Florida Industrial Commission, and administrative agency, Respondents.

No. 32135.

Supreme Court of Florida.

May 24, 1963.

Cosgrove, Rose & Budzinski and Frank F. Cosgrove, Miami, for petitioner.

Charles L. Rowe and Jones, Adams, Paine & Foster, West Palm Beach, for John Joseph Spencer.

Burnis T. Coleman and Patrick H. Mears, Tallahassee, for Florida Industrial Commission, respondent.

O'CONNELL, Justice.

The claimant-respondent, John Joseph Spencer, was injured in a compensable accident while in the employ of Tropical Fish, Inc., a Florida corporation, hereinafter referred to as Tropical Fish. He filed a claim against Tropical Fish, and after initial hearing thereon he also filed claims for the same injury against Roberts' Fish Farm, a partnership, and Florida Fish Farm, Inc., a Florida corporation, hereinafter referred to as Florida Fish.

After further hearing on all claims the deputy entered an order awarding compensation to claimant in which he found that at the time of his injury claimant was an employee of Tropical Fish. Nevertheless, he held Roberts' Fish Farm and Florida Fish jointly liable with Tropical Fish for payment of compensation benefits on the basis that the two corporations and the partnership were interlocking; that Tropical Fish was 'merely an agent or alter-ego of Roberts' Fish Farm and Florida Fish;' and that because of these and other factors recited in his order Tropical Fish had 'no separate mind, will or existence of its own.'

Both corporations and the partnership appealed to the Full Commission which affirmed the order of the deputy.

Roberts' Fish Farm and Florida Fish have petitioned this court for review. Tropical Fish has not sought review. We are told it is insolvent and that it had no compensation insurance.

The petitioners present two questions.

First, they contend that the Full Commission erred in holding that they were liable to pay benefits to a claimant who was not their employee.

Second, they insist that the Florida Industrial Commission has no jurisdiction, i. e. lacked the power, to enter an order abolishing or disregarding the separate existence of a corporate entity, or entities, as the deputy did in this case.

Our answer to the second question will dispose of the first.

Claude Roberts had two sons, Frank and Jack.

Frank owned all the capital stock of Florida Fish Farm, Inc., except two shares, one of which was held in the name of his wife, the other being held by his attorney.

This corporation was a wholesaler of ornamental fish with its office and operation in Miami. Frank was President of and managed the affairs of this corporation.

Roberts' Fish Farm, a partnership, was owned and operated by Claude and Jack Roberts. It also was a wholesaler of ornamental fish with its office and facilities in Miami approximately one block distant from Florida Fish Farm, Inc. Frank had nothing to do with this business.

Claude, Frank and Jack Roberts owned the capital stock of Tropical Fish, Inc. in equal shares. This corporation was a grower and, for a short time, an importer of tropical fish. It imported fish only four times. It sold all of its imports and all the fish it produced to the other corporation and the partnership. The fish were grown near Stuart, Florida, but the corporation had its office at the home of Jack Roberts in Miami. Frank was the President of this corporation and Jack was Secretary-Treasurer.

The claimant, John Spencer, tended the fish ponds of Tropical Fish, Inc. near Stuart and periodically delivered truckloads of the fish produced there to Florida Fish Farm, Inc. and Roberts' Fish Farm in Miami. He was paid by check drawn on Tropical Fish, Inc. He never performed any services for Roberts' Fish Farm or Florida Fish either as a special, loaned or common employee.

The deputy held Roberts' Fish Farm and Florida Fish responsible not on the theory that claimant was their employee or performed services for them, but on the theory that the partnership and corporations were in fact one and not three separate entities. Petitioner contends that the deputy did not have the power to deny the corporations and partnership their existence as separate legal entities. We agree.

The deputy had the power and duty to determine who was the employer of claimant. He determined that Tropical Fish was individually the employer of claimant. When he did this we think he exhausted his authority.

We find no case in this jurisdiction which holds that a deputy commissioner or the Full Commission has the authority to disregard the legal existence of a corporation. In the two Alabama cases cited by claimant as authority for exercise of such power by the deputy and Full Commission it appears that a circuit court of that state, not a deputy, was the trier of fact.

On the other hand this court held in Barnes v. Liebig, 1941, 146 Fla. 219, 1 So.2d 247 that the legal existence of a corporation could be disregarded only in a court of law or equity. See also Riley v. Fatt, Fla.1950, 47 So.2d 769. In Huttig v. Huffman, 1942, 151 Fla. 166, 9 So.2d 506 this court plainly said that the attack on the bona fides of a corporation as a separate entity 'must be in a court of equity, giving all interested parties the opportunity to be heard.' In other cases dealing with the issue it is assumed or stated that a court exercising equity jurisdiction is the...