Searching over 5,500,000 cases.

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Soria v. Soria

Florida Court of Appeals, Second District

February 7, 2018



         Appeal from the Circuit Court for Pasco County; Kemba Lewis, Judge.

          Theodore J. Rechel of Rechel & Associates, P.A., Tampa, for Appellant.

          Lucinda L. Soria, pro se.

          BLACK, JUDGE.

         Antonio Soria (the former husband) challenges the final judgment dissolving his marriage to Lucinda Soria (the former wife). He contends that the court made several errors with regard to the valuation of his company for purposes of equitable distribution and made several errors with regard to the awards of permanent periodic alimony and retroactive alimony. For the reasons set forth in this opinion, we affirm the dissolution of marriage but reverse those portions of the final judgment related to equitable distribution and alimony and remand for further proceedings.

         Equitable distribution

         The parties were married in April 1988.[1] The former husband filed a petition for dissolution of marriage in June 2014, and the former wife filed a counter-petition several months later. The trial was held on November 28, 2016, December 19, 2016, and January 23, 2017. The former husband testified that he founded Advanced Biomedical Concepts, LLC (ABC), in 2012 for the purpose of consulting with doctors to assist them in bringing their ideas to market. The former husband created ABC by purchasing the wound care product division of Medical GMBH, which had previously employed the former husband. As a result of that purchase-which included technology and equipment-ABC remained indebted to Medical GMBH in an amount in excess of $400, 000. The balance of the purchase price was to be paid in three installments between July 2013 and July 2015, but ABC had been unable to fulfill this obligation due to money shortages and other issues that had arisen. ABC's profit and loss statements and balance sheets from 2013 to 2016 were admitted into evidence; the 2016 financial statements were up to date through September 2016 with projections through the end of December 2016. ABC's assets varied between $147, 000 and $190, 000, and liabilities varied between $9000 and $76, 000. The former husband testified that ABC was in "start-up mode" and that, based on his knowledge of the business, it had no actual value. The former husband further explained that he is a crucial part of any value that the business may have and that the business could not function without him.

         At the time the petition for dissolution was filed, the former husband owned approximately 64 percent of ABC, equating to 674, 000 shares. The remaining 36 percent of the company was owned by investors, and the former husband explained that each investor's ownership interest in ABC was based upon the amount of his or her investment, with $1 equating to one share. After the petition for dissolution was filed and in contravention of the trial court's order prohibiting either party from disposing of or dissipating the value of any asset, the former husband transferred 30, 000 of his shares of ABC stock to his girlfriend, who is an engineer, as compensation for the "time and energy" she invested "to keep the company alive."

         During closing argument, the former wife asserted that the value of ABC should be determined by the manner in which the former husband sought capitalization-one unit or share of ownership for each dollar invested. The trial court seemingly agreed. In the final judgment, the trial court found that the former husband owns 674, 000 shares of ABC stock, including the 30, 000 shares he "improperly transferred" to his girlfriend. The court found that those shares have a total value of $674, 000 "based on the [former] [h]usband's testimony of how each share was acquired through the investment process." The court concluded that the former wife is entitled to 50 percent of the value of the former husband's ownership interest in ABC, or $337, 000. The former husband does not dispute that his ownership interest in ABC is a marital asset subject to equitable distribution but contends that the court erred by using the "par value" of the stock as a means of assessing the value of this asset. See Par Value, Black's Law Dictionary 1298 (10th ed. 2014) (defining "par value" as "[t]he value of an instrument or security as shown on its face; esp., the arbitrary dollar amount assigned to a stock share by the corporate charter").

         "We review the trial court's equitable distribution decisions for abuse of discretion and examine its valuation of marital assets to determine whether it is supported by competent, substantial evidence." Dravis v. Dravis, 170 So.3d 849, 853 (Fla. 2d DCA 2015) (citing Tradler v. Tradler, 100 So.3d 735, 738 (Fla. 2d DCA 2012)); see also § 61.075(3), Fla. Stat. (2016) ("[A]ny distribution of marital assets or marital liabilities shall be supported by factual findings in the judgment or order based on competent substantial evidence . . . ."). "Proper valuations of assets are critical to the propriety of an equitable distribution scheme." Hough v. Hough, 793 So.2d 57, 59 (Fla. 2d DCA 2001) (citing Cornette v. Cornette, 704 So.2d 667, 668-69 (Fla. 2d DCA 1997)). "The valuation of a business is calculated by determining the fair market value of the business, which is the amount [for which] a willing buyer and a willing seller would exchange assets[, ] absent duress." Christians v. Christians, 732 So.2d 47, 47 (Fla. 4th DCA 1999). "Typically, fair market value measures the value of the assets of the business plus the value of goodwill." Id. at 47-48.

Enterprise goodwill, defined as the value of a business "which exceeds its tangible assets" and represents "the tendency of clients/patients to return to and recommend the practice irrespective of the reputation of the individual practitioner, " is a marital asset subject to equitable distribution. Thompson v. Thompson, 576 So.2d 267, 269 (Fla. 1991). Personal or professional goodwill attributable to the skill, reputation, and continued participation of an individual is not a marital asset.

Schmidt v. Schmidt, 120 So.3d 31, 33 (Fla. 4th DCA 2013). Though neither party presented expert witness testimony as to the value of ABC, [2] the owner of a business may testify as to its value. See Capote v. Capote, 117 So.3d 1153, 1155 (Fla. 2d DCA 2013) (citing Beaty v. Gribble, 652 So.2d 1156, 1158 (Fla. 2d DCA 1995)).

         Here the essentially arbitrary par value assigned to ABC's stock bears no relation to ABC's fair market value. The court did not specify the date on which it valued the former husband's ownership interested in ABC.[3]See Schroll v. Schroll, 227 So.3d 232, 235 (Fla. 1st DCA 2017) ("The date for determining the value of marital assets and the amount of marital liabilities is the date or dates as the court determines is 'just and equitable under the circumstances.' " (quoting § 61.075(7))). However, no matter which date the court found to be "just and equitable, " the court was required to consider both ABC's assets and liabilities when assessing its value. See Bair v. Bair, 214 So.3d 750, 754 (Fla. 2d DCA 2017). Thus not only did the court err in valuing ABC based on the capitalization scheme, the court further erred in failing to include the company's liabilities. In addition to the liabilities listed on the balance sheet, the former husband testified that ABC still owes Medical GMBH over $400, 000. And though the court made no findings with regard to goodwill, the former husband testified that he is the business and that the business could ...

Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.