Tabsch v. Nojaim

• Decision Date: 12 September 1989
• Docket Number: 89-1382,Nos. 89-1378,s. 89-1378
• Citation: 548 So.2d 851,14 Fla. L. Weekly 2129
• Parties: 14 Fla. L. Weekly 2129 Salim TABSCH, Marie Tabsch and M & R Corporation of Dade County d/b/a Precision Instruments, Appellants, v. William NOJAIM and Rosemary Nojaim, Appellees.
• Court: Florida District Court of Appeals

Page 851

548 So.2d 851

14 Fla. L. Weekly 2129

Salim TABSCH, Marie Tabsch and M & R Corporation of Dade County d/b/a Precision Instruments, Appellants, v. William NOJAIM and Rosemary Nojaim, Appellees.

Nos. 89-1378, 89-1382.

District Court of Appeal of Florida,

Third District.

Sept. 12, 1989.

Nicolas A. Manzini and Jeremy A. Koss, North Miami Beach, for appellants.

Tescher & Milstein and Richard C. Milstein and Paul Hampton Crockett, Coral Gables, for appellees.

Before NESBITT, COPE and GERSTEN, JJ.

PER CURIAM.

This is an appeal of orders denying, in part, a motion for relief from a temporary injunction and denying a motion to dissolve the same temporary injunction. We affirm in part and reverse in part.

The appellants, Salim Tabsch and Marie Tabsch, and the appellees, William Nojaim and Rosemary Nojaim, formed a closely held corporation, appellant M & R Corporation of Dade County, of which each was a twenty five percent shareholder. Mr. and Mrs. Nojaim provided the start-up funds for the corporation; Mr. and Mrs. Tabsch provided the expertise for the operation of the business. Mrs. Tabsch and Mrs. Nojaim actively worked in the business. Each of the parties was an officer of M & R, but Mrs. Tabsch was the sole director of the corporation.

The parties had disagreements and Mr. and Mrs. Tabsch decided to go into business on their own. They formed a new corporation with a similar name. On June 19, 1988 Mrs. Tabsch, acting as sole director, discharged Mr. and Mrs. Nojaim from any position of responsibility with the corporation. On July 31, 1988 M & R ceased doing business.

In August, 1988 Mr. and Mrs. Nojaim brought the present action for damages, and requested injunctive relief, the imposition of a constructive trust, and appointment of a receiver. At the temporary injunction hearing it was conceded by all parties that M & R would not do any business in the future. The trial court did not appoint a receiver, but entered a temporary injunction freezing the corporation's bank accounts, and providing certain other equitable relief. No injunction bond was set.

Subsequently, Mr. and Mrs. Tabsch moved to dissolve the temporary injunction in its entirety, and also requested partial relief from the temporary injunction in order to allow M & R to pay sums due its creditors and to pay its accountants to prepare the final tax returns. The trial court denied the motion to dissolve but authorized the release of $7,000 toward the payment of M & R's creditors and accountants. Mr. and Mrs. Tabsch have appealed both orders.

We entirely agree with the trial court that this was an appropriate case for an injunction. Mr. and Mrs. Tabsch proceeded under section 607.274, Florida Statutes (1987), alleging both a deadlock among the shareholders, and misapplication of corporate assets. In such circumstances the trial court is authorized under section 607.277, Florida Statutes (1987), to issue injunctions and take such other steps as may be required to preserve the corporate assets.

Mr. and Mrs. Tabsch urge, however, that the standards for an injunction were not satisfied in this case. We disagree. Here the res consisted of the corporation's remaining bank accounts. Given the undisputed facts, and the facts presented at the evidentiary hearing before the trial court,...