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.

Trerice v. Trerice

Florida Court of Appeals, Fourth District

June 27, 2018

HEATH M. TRERICE, individually and in his derivative capacity, on behalf of MILJOCO CORPORATION, a Florida corporation, Appellant,
v.
HOWARD O. TRERICE, an individual, and MILJOCO CORPORATION, a Florida corporation, Appellees.

         Not final until disposition of timely filed motion for rehearing.

          Appeal from the Circuit Court for the Seventeenth Judicial Circuit, Broward County; Michael L. Gates, Judge; L.T. Case No. 06-2016-CA-007823.

          John A. Tucker and Emily F. O'Leary of Foley & Lardner, LLP, Jacksonville, for appellant.

          Vijay G. Brijbasi of Dickinson Wright PLLC, Fort Lauderdale, and Daniel D. Quick of Dickinson Wright PLLC, Troy, Michigan, for appellee Howard O. Trerice.

          CONNER, J.

         Heath 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.

         Appellant 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.

         Background

         Miljoco 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.

         The 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.

         In 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 law.

         Brenda passed away in 2013, resulting in Appellant acquiring the 44% of Miljoco stock from her care trust, bringing his total ownership to 49%.

         In 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.

         Howard 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 Statutes; ...


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.