Venice East, Inc. v. Manno, No. 5840.

CourtCourt of Appeal of Florida (US)
Writing for the CourtCharles J. Cheves, Jr., of Icard, Merrill, Cullis & Timm, Sarasota, for appellees
Citation186 So.2d 71
PartiesVENICE EAST, INC., a Florida Corporation, and U.S. Land Development Corporation, a Florida Corporation, Appellants, v. Andrew T. MANNO, Venice Country Estates, Inc., a Florida Corporation, Venice Country Club, Inc., a Florida Corporation, and James O. Wright, Appellees.
Decision Date13 May 1966
Docket NumberNo. 5840.

186 So.2d 71

VENICE EAST, INC., a Florida Corporation, and U.S. Land Development Corporation, a Florida Corporation, Appellants,
v.
Andrew T. MANNO, Venice Country Estates, Inc., a Florida Corporation, Venice Country Club, Inc., a Florida Corporation, and James O. Wright, Appellees.

No. 5840.

District Court of Appeal of Florida. Second District.

March 30, 1966.

On Rehearing May 13, 1966.

Rehearing Denied May 13, 1966.


186 So.2d 72

COPYRIGHT MATERIAL OMITTED

186 So.2d 73

Patrick G. Emmanuel, of Holsberry, Emmanuel & Sheppard, Pensacola, for appellants.

Charles J. Cheves, Jr., of Icard, Merrill, Cullis & Timm, Sarasota, for appellees.

LILES, Judge.

Appellants, Venice East, Inc. and U.S. Land Development Corporation, Florida corporations, plaintiffs in the trial court, bring this appeal from a decree entered in favor of appellees, Andrew T. Manno, Venice Country Estates, Inc. and Venice Country Club, Inc., Florida corporations, and James O. Wright, defendants below.

In 1961 plaintiff Venice East, Inc., was a wholly owned subsidiary of plaintiff U.S. Land Development Corporation. They were in the business of developing and selling land and had designated Venice East, Inc., as the corporation to hold title to all real property owned by them. Defendant Manno was one of the original incorporators and officers of U.S. Land Development Corporation, and was a major stockholder and director. During June of 1961, defendant Manno resigned his posts as director and secretary-treasurer of that corporation. He was retained, however, as an advisor for a period of thirty days to acquaint the new officers with current matters pending in the corporation. In April of 1962, he was again retained in the capacity of advisor for another thirty day period but he never, subsequent to June of 1961, held any official position in the corporation although the record reflects that he attended several meetings of the board of directors and upon request advised the then corporate officers.

One of the problems facing plaintiffs in the summer of 1961 was a small golf course adjacent to several lots they intended to develop as a residential area. The golf course was intended to stimulate lot sales but in its present poor condition it had doubtful promotional value. In August of 1961 at a directors' meeting, defendant Manno, who was only a stockholder of the plaintiff at the time, proposed to purchase the golf course and several of the undeveloped lots and improve the golf course by various additions. In September of 1961 an agreement was entered into between Manno and the plaintiffs which in addition to the sale of the property provided that Manno would construct an elaborate club house on the golf course, improve the course and maintain it for ten years. Plaintiffs were to receive $1,200.00 from the sale of each lot and the entire transaction was to be secured by a $57,000.00 mortgage.

After the execution of the first agreement, directors of plaintiff corporations decided it would be better to construct a community center on other property located in the subdivision. The original agreement with Manno was therefore modified and two new contracts were drawn up. The agreements provided that the subject property was to be conveyed to Venice Country Club, Inc. and Venice Country Estates, Inc., the two defendant corporations. It was admitted that Manno and his family owned most, if not all, of the stock in these two corporations. One of the agreements dealt with the conveyance of the golf course property to defendant Venice Country Club, Inc. and provided that the buyer would construct a club house, expand the golf course to a 60-par course and would operate these facilities for at

186 So.2d 74
least ten years. Plaintiffs agreed to pay defendant $75.00 for each lot sold in the Venice East Subdivision for membership fees in the golf course

The other agreement provided for the sale of approximately 48 residential lots to defendant Venice Country Estates, Inc. Defendant agreed to pay $1,000.00 to plaintiff upon the sale of each lot. Neither of these agreements provided for a note or mortgage and none was executed by defendant buyer. The agreements were subsequently executed in November of 1961 and the conveyances followed shortly thereafter.

In June of 1963 plaintiffs filed this suit against defendants Manno, Wright and the two corporations. The primary relief sought was to have the agreements declared void and the conveyances of the property set aside. In addition, the plaintiffs alleged a breach of these agreements in that defendants had failed to comply with the terms thereof. The cause was heard in October of 1964 and after two days of testimony, the chancellor found no equity in plaintiffs' bill and ruled that the plaintiffs had failed to show that they were entitled to the relief prayed for. The chancellor, however, held that his decree would not operate to prevent plaintiffs from bringing an action upon the agreements themselves.

Plaintiffs relied mainly on the theory that the conveyances were made for little or no security and no cash payment was made in violation of Section 608.55, Fla. Stats., F.S.A., which reads as follows:

"No corporation which shall have refused to pay any of its notes or other obligations when due, nor any of its officers or directors, shall transfer any of its property to any of its officers, directors or stockholders, directly or indirectly, for the payment of any debt, or upon any other consideration than the full value of the property paid in cash. No conveyance, assignment or transfer of any property of
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12 practice notes
  • State v. Aiuppa, No. 44264
    • United States
    • United States State Supreme Court of Florida
    • May 1, 1974
    ...& Tel. Co., 60 So.2d 22 (Fla.1952); Denmark v. Ridgell Furniture Co., 117 Fla. 244, 157 So. 489 (1934); Venice East, Inc. v. Manno, 186 So.2d 71 (Fla.App.2d 1966). If a Florida statute is patterned after a statute of a sister state, it is amendable to the same construction that its prot......
  • Rogers v. United States, No. SC14–1465.
    • United States
    • United States State Supreme Court of Florida
    • November 5, 2015
    ...for questioning the validity of the deed.See, e.g., Kingsland v. Godbold, 456 So.2d 501 (Fla. 5th DCA 1984) ; Venice East, Inc. v. Manno, 186 So.2d 71 (Fla. 2d DCA 1966). The language of the deed determines the nature of the estate conveyed. Here the deeds were clear in their language and c......
  • Whispell Foreign Cars Inc v. The United States, No. 09-315L
    • United States
    • Court of Federal Claims
    • February 7, 2011
    ...Resp. 12-13. However, under Florida law, a conveyance may not be challenged based on the recited consideration. Venice E., Inc. v. Manno, 186 So. 2d 71, 75 (Fla. Dist. Ct. App.Page 16 1966) ("It is fundamental that the law will not consider the adequacy or the sufficiency of the consid......
  • Dimond v. Linnecke, No. 6356
    • United States
    • Nevada Supreme Court of Nevada
    • September 27, 1971
    ...64 Nev. 431, 183 P.2d 617 (1947); Thran v. First Judicial District Court, 79 Nev. 176, 380 P.2d 297 (1963). In Venice East, Inc. v. Manno, 186 So.2d 71, 74--75 (Fla.App.1966), that court laid down the following guidelines relative [87 Nev. 468] to the interpretation of the term 'refused:' '......
  • Request a trial to view additional results
12 cases
  • State v. Aiuppa, No. 44264
    • United States
    • United States State Supreme Court of Florida
    • May 1, 1974
    ...& Tel. Co., 60 So.2d 22 (Fla.1952); Denmark v. Ridgell Furniture Co., 117 Fla. 244, 157 So. 489 (1934); Venice East, Inc. v. Manno, 186 So.2d 71 (Fla.App.2d 1966). If a Florida statute is patterned after a statute of a sister state, it is amendable to the same construction that its prot......
  • Rogers v. United States, No. SC14–1465.
    • United States
    • United States State Supreme Court of Florida
    • November 5, 2015
    ...for questioning the validity of the deed.See, e.g., Kingsland v. Godbold, 456 So.2d 501 (Fla. 5th DCA 1984) ; Venice East, Inc. v. Manno, 186 So.2d 71 (Fla. 2d DCA 1966). The language of the deed determines the nature of the estate conveyed. Here the deeds were clear in their language and c......
  • Whispell Foreign Cars Inc v. The United States, No. 09-315L
    • United States
    • Court of Federal Claims
    • February 7, 2011
    ...Resp. 12-13. However, under Florida law, a conveyance may not be challenged based on the recited consideration. Venice E., Inc. v. Manno, 186 So. 2d 71, 75 (Fla. Dist. Ct. App.Page 16 1966) ("It is fundamental that the law will not consider the adequacy or the sufficiency of the consid......
  • Dimond v. Linnecke, No. 6356
    • United States
    • Nevada Supreme Court of Nevada
    • September 27, 1971
    ...64 Nev. 431, 183 P.2d 617 (1947); Thran v. First Judicial District Court, 79 Nev. 176, 380 P.2d 297 (1963). In Venice East, Inc. v. Manno, 186 So.2d 71, 74--75 (Fla.App.1966), that court laid down the following guidelines relative [87 Nev. 468] to the interpretation of the term 'refused:' '......
  • Request a trial to view additional results

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