Ferguson Enterprises, Inc. v. Astro Air Conditioning & Heating, Inc.
137 So. 3d 613
| Fla. Dist. Ct. App. | 2014Background
- Ferguson Enterprises, Inc. acquired Gulf Refrigeration Supply, Inc. after a merger on December 31, 2006, and assumed Gulf's duties under an existing credit agreement with Astro Air Conditioning and Heating, Inc.
- Frank Hegedus and Jo Ann Hegedus signed personal guaranties for Astro's debt; Astro later defaulted.
- Ferguson sued Astro and the Hegeduses on counts V (breach of guaranty) and VI (fraudulent transfer).
- The circuit court dismissed counts V and VI, relying on New Holland, Inc. v. Trunk to bar enforcement of a special guaranty against the guarantors.
- Ferguson argued it, as the surviving corporation, retained Gulf's rights under the guaranty and merger statutes, making New Holland inapplicable.
- The appellate court reversed, holding the circuit court improperly looked beyond the four corners of the complaint and that Ferguson’s claims were pled sufficiently to state causes of action.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did the court err by dismissing V–VI under New Holland? | Ferguson argues four-corners rule; New Holland distinguishing | Hegeduses rely on New Holland to bar claims | Dismissal reversed; New Holland inapplicable to Ferguson's status. |
| Are counts V and VI adequately pled? | Counts allege guaranty breach and fraudulent transfer | Allegations insufficient to state a claim | Counts V and VI plead viable claims. |
| Is Ferguson a surviving corporation with rights under §607.1106(1)? | Surviving corporation retains merged rights | Not precluded as assignee under New Holland | Ferguson not barred by New Holland; rights preserved; reinstatement required. |
Key Cases Cited
- New Holland, Inc. v. Trunk, 579 So.2d 215 (Fla. 5th DCA 1991) (assignee cannot enforce a special guaranty for debt created by extending credit)
- Meadows Cmty. Ass’n v. Russel-Tutty, 928 So.2d 1276 (Fla. 2d DCA 2006) (motion to dismiss limited to four corners; availability of remedy after rights determined)
- Consuegra v. Lloyd’s Underwriters at London, 801 So.2d 111 (Fla. 2d DCA 2001) (four-corners rule governs dismissal standards)
- Rodriguez v. Nieves, 75 So.3d 339 (Fla. 3d DCA 2011) (fraudulent transfer pleading sufficiency under Fla. Stat. §726.105-.106)
- Nelson v. Ameriquest Techs., Inc., 789 So.2d 161 (Fla. 3d DCA 1999) (surviving corporation retains interests of merging entities)