Snibbe v. Napoleonic Soc. of America, Inc.

• Decision Date: 25 September 1996
• Docket Number: Nos. 95-03943,95-03949 and 95-04433,s. 95-03943
• Citation: Snibbe v. Napoleonic Soc. of America, Inc., 682 So.2d 568 (Fla. App. 1996)
• Parties: 21 Fla. L. Weekly D2119 Robert M. SNIBBE, Ronald Tinlin, Douglas Allan, Joseph Nicolazzo, and Robert D. Williams, Appellants, v. The NAPOLEONIC SOCIETY OF AMERICA, INC., a Florida not-for-profit corporation, and Proctor Jones, Appellees. Robert M. SNIBBE, Ronald Tinlin, Douglas Allan, Joseph Nicolazzo, Robert D. Williams, Walter Etling, and the Napoleonic Society of America Foundation, Inc., a Florida not-for-profit corporation, Appellants, v. The NAPOLEONIC SOCIETY OF AMERICA, INC., a Florida not-for-profit corporation, and Proctor Jones, Appellees. Second District
• Court: Florida District Court of Appeals

Page 568

682 So.2d 568

21 Fla. L. Weekly D2119

Robert M. SNIBBE, Ronald Tinlin, Douglas Allan, Joseph Nicolazzo, and Robert D. Williams, Appellants, v. The NAPOLEONIC SOCIETY OF AMERICA, INC., a Florida not-for-profit corporation, and Proctor Jones, Appellees.

Robert M. SNIBBE, Ronald Tinlin, Douglas Allan, Joseph Nicolazzo, Robert D. Williams, Walter Etling, and the Napoleonic Society of America Foundation, Inc., a Florida not-for-profit corporation, Appellants, v. The NAPOLEONIC SOCIETY OF AMERICA, INC., a Florida not-for-profit corporation, and Proctor Jones, Appellees.

Nos. 95-03943, 95-03949 and 95-04433.

District Court of Appeal of Florida,

Second District.

Sept. 25, 1996.

Rehearing Denied Oct. 28, 1996.

Jawdet I. Rubaii, Jack F. White, III, and Mark J. Hiers of Jawdet I. Rubaii, P.A., Clearwater, for Appellants.

Stanford R. Solomon of Stanford R. Solomon, P.A., Tampa, for Appellees.

PATTERSON, Acting Chief Judge.

This case revolves around a dispute pertaining to the election of members of the board of directors and control of the Napoleonic Society of America, Inc. (the Society). The Society, a nonprofit organization with over 1,800 members and substantial assets, was formed to stimulate interest in the study of Napoleon. The Napoleonic Society of America Foundation, Inc. (the Foundation) is a supporting organization which raises funds for the operation of the Society. Appellees Proctor Jones and the Society sought injunctive relief to prevent irreparable harm to the Society's tax exempt status, the Society's financial resources, and the goals and objectives of the Society's members. The trial court entered a "Preliminary Injunction" and "Supplemental Preliminary Injunction" against appellants Robert Snibbe, Ronald Tinlin, Douglas Allan, Joseph Nicolazzo, Robert Williams, and Walter Etling. The injunctions prohibited the individual appellants from taking any actions on behalf of the Society or Foundation and required them to deliver corporate documents to the appellees. We reverse as to four of the appellants on the issue of personal jurisdiction, and as to the remaining appellants, we reverse based on the lack of findings to support injunctive relief.

First, we address jurisdiction over the nonresident defendants Tinlin, Allan, Nicolazzo, and Williams. The appellees sued the nonresidents as individuals, not as officers and directors of the Society and the Foundation. The appellees sought personal jurisdiction over these four nonresident officers and directors pursuant to section 48.193(1)(a), Florida Statutes (1995). The court ruled that it had jurisdiction because the nonresidents were personally in Florida and they were conducting business for a Florida corporation. However, the nonresidents filed affidavits stating that they were residents of other states and did not personally conduct business in Florida. Once the nonresidents filed these affidavits, the burden shifted to the appellees to put forth evidence to refute the allegations. See Morgan v. Morgan, 679 So.2d 342 (Fla. 2d DCA 1996).

The "corporate shield" doctrine draws a "distinction between a corporate officer acting on one's own and a corporate officer acting on behalf of one's corporation." Doe v. Thompson, 620 So.2d 1004, 1006 (Fla.1993). Because the nonresidents were acting in their corporate capacity, section 48.193 is not applicable and the court did not have personal jurisdiction over them. See Doe, 620 So.2d at 1006 (nonresident president of corporation not subject to personal jurisdiction under section 48.193 when president's actions were within scope of his employment). Thus, the trial court should have granted the nonresidents' motion to quash service of process and abate for lack of personal jurisdiction. On remand,...