HEATH M. TRERICE, individually and in his derivative capacity, on behalf of MILJOCO CORPORATION, a Florida corporation, Appellant,
HOWARD O. TRERICE, an individual, and MILJOCO CORPORATION, a Florida corporation, Appellees.
final until disposition of timely filed motion for rehearing.
from the Circuit Court for the Seventeenth Judicial Circuit,
Broward County; Michael L. Gates, Judge; L.T. Case No.
A. Tucker and Emily F. O'Leary of Foley & Lardner,
LLP, Jacksonville, for appellant.
G. Brijbasi of Dickinson Wright PLLC, Fort Lauderdale, and
Daniel D. Quick of Dickinson Wright PLLC, Troy, Michigan, for
appellee Howard O. Trerice.
Trerice ("Appellant"), individually and in his
derivative capacity on behalf of Miljoco Corporation
("Miljoco"), appeals the final judgment against him
and in favor of Appellees, Howard Trerice
("Howard") and Miljoco.
raises five issues on appeal, some of which have sub-issues.
We affirm the trial court's order determining it did not
have personal jurisdiction over Howard and dismissing the
case for forum non conveniens without discussion. We
reverse the trial court's order regarding Appellant's
motion for status quo. In light of our affirmance on the
first two issues and our reversal on the third issue, we do
not address the remaining issues.
is a Florida corporation created in 1981 by the parties'
father and his wife, Brenda. Miljoco has its registered agent
in Broward County, but its sole place of business has always
been in Michigan.
parties' father ran the business until his death in 2009.
Before the father's death, he and Brenda owned 77.5% of
the stock, Appellant owned 5%, and Howard owned 17.25%.
Howard owned a larger percentage of the stock than Appellant
because he worked with the father in the corporation. In July
2009, shortly after the father passed away, the family
entered into the Trerice Family Resolution Agreement
("TFR") that provided the plan for Miljoco after
the father's death to maximize the benefits of his estate
plan. The TFR created a trust and provided for an adjustment
in the stock ownership in Miljoco. Howard purchased some of
the shares owned by the father and Brenda, increasing his
ownership interest to 51%, Appellant retained 5% ownership,
and the remaining 44% of the stock was be placed into a trust
for the care of Brenda. The TFR is governed by Michigan law.
addition to the TFR, as part of the estate plan, the parties
entered into separate employment agreements with Miljoco. The
employment agreements detail the parties' compensation
and roles within Miljoco, and are also governed by Michigan
passed away in 2013, resulting in Appellant acquiring the 44%
of Miljoco stock from her care trust, bringing his total
ownership to 49%.
March 2016, Appellant filed suit in Broward County, Florida,
individually and in his derivative capacity on behalf of
Miljoco, accusing Howard of overly compensating himself and
his wife. An amended complaint alleged four counts: (1)
breach of statutory fiduciary duty in violation of Section
607.0830(1), Florida Statutes; (2) breach of common law
fiduciary duty; (3) corporate waste; and (4) unlawful
suppression of dividends. The counts did not differentiate
between direct and derivative claims.
filed a motion to dismiss the amended complaint arguing: (1)
lack of personal jurisdiction over him; (2) forum non
conveniens; (3) failure to satisfy the statutory
pre-suit demand requirement in Section 607.07401(2), Florida