314 So.3d 434
Fla. Dist. Ct. App.2020Background
- Experience Gourmet sold a Miami restaurant to Cuzco Brickell Cocina Peruana, Inc. for $750,000; Cuzco paid $400,000 at closing and executed a $380,000 promissory note (balloon due 12/16/2015) signed by Mejia as Cuzco’s representative.
- At closing, Mejia (on behalf of BEO Management Corp., a company he controlled) gave Experience’s principal, Jorge Caballe Horta, a post‑dated $380,000 check dated 12/16/2015 as a guaranty of Cuzco’s payment obligation.
- Cuzco failed to make the balloon payment; when Caballe Horta presented BEO’s post‑dated check one year later it was dishonored for insufficient funds.
- Experience and Caballe Horta sued Cuzco, BEO, and Mejia seeking: treble damages for the worthless check (against BEO), damages on the promissory note (against Cuzco), and veil piercing to hold Mejia personally liable for both obligations.
- The trial court granted summary judgment awarding treble damages against BEO, judgment on the note against Cuzco, and pierced the corporate veils to make Mejia jointly and severally liable; Cuzco did not appeal.
- On appeal the court affirmed BEO’s liability for treble damages on the worthless check but reversed the veil‑piercing holding as to Mejia, concluding summary judgment improperly resolved that issue as a matter of law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Liability for worthless check / treble damages | BEO issued the post‑dated check to pay Cuzco’s obligation; payee presented it and it bounced; treble damages under the statute apply | BEO and Caballe Horta were not parties to the sale; no consideration to Caballe Horta; BEO lacked intent to defraud | Affirmed: BEO, as maker, liable for the worthless check; treble damages available |
| Piercing corporate veil to hold Mejia liable for Cuzco’s note and BEO’s check | Mejia dominated and controlled both corporations, commingled funds, used the corporations improperly, causing plaintiffs’ injuries | Evidence does not show the corporations lost independent existence, no proof of fraudulent/improper purpose at formation or signing, and no nexus tying Mejia’s operation to the injuries | Reversed: summary judgment improper on veil piercing; plaintiffs failed to establish all elements as a matter of law |
Key Cases Cited
- Kehle v. Modansky, 696 So. 2d 493 (Fla. 4th DCA 1997) (a check is a negotiable instrument payable on demand)
- NASR Int’l Trading Co. v. Rahul Int’l Inc., 675 So. 2d 704 (Fla. 3d DCA 1996) (statutory treble damages for a worthless check)
- Medina v. Wyche, 796 So. 2d 622 (Fla. 3d DCA 2001) (corporate representatives are not personally liable absent veil piercing)
- Gasparini v. Pordomingo, 972 So. 2d 1053 (Fla. 3d DCA 2008) (three‑factor test for piercing the corporate veil: domination, fraudulent/improper use, and causation/nexus)
- Lipsig v. Ramlawi, 760 So. 2d 170 (Fla. 3d DCA 2000) (alter‑ego findings do not automatically pierce veil if separate identity was lawfully maintained)
- Orozco v. McCormick 105, LLC, 276 So. 3d 932 (Fla. 3d DCA 2019) (movant must establish each element of the cause of action on summary judgment)
- Gidwani v. Roberts, 248 So. 3d 203 (Fla. 3d DCA 2018) (summary judgment reviewed de novo)