Searching over 5,500,000 cases.


searching
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.

Graham v. Uphold

Florida Court of Appeals, First District

April 30, 2018

Mary Virginia Graham, Appellant,
v.
Constance R. Uphold and Barmarrae Books, Inc., Appellees.

         Not final until disposition of any timely and authorized motion under Fla. R. App. P. 9.330 or 9.331.

          On appeal from the Circuit Court for Alachua County. Monica J. Brasington, Judge.

          Matthew J. Conigliaro of Carlton Fields Jorden Burt, P.A., Tampa, for Appellant.

          Eric A. Dibert of Bogin, Munns & Munns, P.A., Gainesville, for Appellee Constance R. Uphold.

          PER CURIAM.

         Dr. Mary Virginia Graham challenges an order appointing a custodian to manage a small business she owns together with Dr. Constance R. Uphold. The business is subject to a judicial dissolution proceeding initiated by Dr. Uphold. Dr. Graham argues that the appointment of the custodian violated the statutory stay of the dissolution proceedings in effect when Dr. Graham elected to purchase Dr. Uphold's shares and requested a fair value determination from the court. For the reasons below, we agree with Dr. Graham and reverse.

         Facts

         The story of Barmarrae Books, Inc. (BBI) is one of a business relationship gone wrong. Drs. Graham and Uphold each own fifty percent of the shares in BBI, a small corporation they formed to sell a medical textbook they co-wrote. In recent years, multiple conflicts between the two shareholders have destroyed what used to be a functional business relationship.

         Dr. Uphold initiated these proceedings by filing a complaint for involuntary dissolution of BBI pursuant to section 607.1430(2), Florida Statutes (2016), as a result of continuing deadlock among the parties regarding BBI's operations and management. The complaint also included a claim for an equitable accounting regarding the copyright of the textbook.

         Shortly after the dissolution action was initiated, Dr. Graham filed a notice under section 607.1436, Florida Statutes, electing to purchase all of Dr. Uphold's corporate shares in lieu of the dissolution. After the parties failed to agree on the fair value of Dr. Uphold's shares, Dr. Graham asked the court to make the determination pursuant to section 607.1436(4), which triggered a stay of the dissolution proceedings.

         Approximately nine months later, Dr. Uphold moved under sections 607.1431(3) and 607.1432, Florida Statutes, for the court to appoint a custodian pendente lite "to preserve BBI's assets and to carry on and manage its business and affairs." Dr. Uphold alleged a series of improprieties and breaches of fiduciary duty by Dr. Graham that "jeopardize[] the current and ongoing value of BBI, and Dr. Uphold's equity interest in it." For example, Dr. Uphold alleged that Dr. Graham and her son had taken control of nearly all BBI's operations-preventing Dr. Uphold from carrying out her responsibilities as a corporate officer-and Dr. Uphold feared Dr. Graham would waste BBI's assets. Dr. Uphold also alleged that Dr. Graham had refused to participate in discovery, preventing Dr. Uphold from obtaining the information needed to argue her case at a hearing to determine the fair value of her shares.

         Dr. Graham categorically denied Dr. Uphold's allegations of misconduct and also argued that the court lacked authority to appoint a custodian during the statutory stay of the dissolution proceedings in effect once the fair value determination was requested.

         After an evidentiary hearing, the court entered an order granting Dr. Uphold's motion for a custodian. The court did not make any findings of misconduct, waste, or risk of future waste due to Dr. Graham's actions. Rather, the court found that Dr. Graham had refused to allow Dr. Uphold access to corporate records. The court explained,

Given the lack of transparency and the withholding of information between the members of the corporation, it is virtually impossible for the Court to determine whether a custodian is necessary to manage the business and affairs of the corporation. However, the Court has both statutory and inherent authority to exercise its discretion to appoint a custodian, if appropriate. In this case, the Court ...

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.