330 So.3d 47
Fla. Dist. Ct. App.2021Background
- Flooring Depot agreed to supply ~3,950 sq ft of flooring to Eric and Jennifer Wurtzebach for $37,800.13, payable in installments; the Wurtzebachs later requested a pricier flooring.
- Flooring Depot required and the Wurtzebachs paid an extra $8,100 charge (labeled as a “restocking fee”/“additional charge”) to change the order.
- Flooring Depot delivered 2,005.09 sq ft but failed to deliver the remaining 1,911.83 sq ft; appellees obtained the balance elsewhere and sued for breach of contract, conversion, and unjust enrichment.
- The trial court found Flooring Depot (and individually its president, Joseph Prizzi) liable, awarded appellees proportional refunds of both the contract price and the $8,100 charge based on the undelivered percentage, plus prejudgment interest.
- The trial court expressly found Prizzi’s actions were not fraudulent but nonetheless pierced the corporate veil based on alleged commingling of funds; Flooring Depot appealed both the damages calculation and the veil-piercing.
- The Fourth DCA found a mathematical error in the percentage calculation and reversed the individual judgment against Prizzi, ordering correction of the monetary award and remand for entry of judgment only against Flooring Depot.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Proper damages calculation for undelivered flooring | Wurtzebach: recover proportional refund of amounts paid (contract + $8,100) for the percentage of flooring not delivered | Flooring Depot: trial court's percentage allocation was correct (trial court had awarded 50.75% of payments) | Court corrected math: appellees received 49.24% refund of both sums (undelivered share), reducing the damage award to $22,601.22 (pre-interest) and remanded to correct judgment |
| Piercing the corporate veil / personal liability of Prizzi | Wurtzebach: Prizzi commingled corporate and personal funds and used business monies for personal purchases, justifying personal liability | Flooring Depot/Prizzi: evidence was insufficient; no fraud or improper use of the corporate form to justify veil piercing | Court reversed veil piercing: commingling alone insufficient and trial court found no fraud; remanded for judgment solely against Flooring Depot |
Key Cases Cited
- Dania Jai–Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla. 1984) (corporate veil may be pierced only where corporation was organized or used to mislead creditors or perpetrate fraud)
- Seminole Boatyard, Inc. v. Christoph, 715 So. 2d 987 (Fla. 4th DCA 1998) (three-factor test for piercing the corporate veil: domination/alter-ego, fraudulent/improper use, causation of injury)
- Henry v. Henry, 191 So. 3d 995 (Fla. 4th DCA 2016) (appellate de novo review of mathematical errors in monetary awards)
- Smith v. Smith, 39 So. 3d 458 (Fla. 2d DCA 2010) (appellate courts may correct mathematical errors apparent on the face of a final judgment)
- U-Can-II, Inc. v. Setzer, 870 So. 2d 99 (Fla. 1st DCA 2003) (reversing veil-piercing where no specific findings or evidence of improper conduct)
- Geigo Props., L.L.P. v. R.J. Gators Real Estate Grp., Inc., 849 So. 2d 1109 (Fla. 4th DCA 2003) (mere use of a shell corporation and breach does not alone warrant piercing the veil)