Fonseca v. Taverna Imports, Inc.
212 So. 3d 431
Fla. Dist. Ct. App.2017Background
- Taverna Imports, a closely held wine distributor, issued 4,500 shares (1,500 each to Mario Taverna, Maricela Fonseca, and Jule Laudisio). In Jan 2007 Laudisio executed a written sale of her remaining 10% back to the corporation for $5,000; Taverna issued two checks as consideration.
- A February 27, 2007 shareholders meeting voted to remove Mario as president and install Maricela; Taverna later challenged the validity of that meeting and subsequent corporate acts.
- In April 2010 the trial court granted partial summary judgment for Taverna Imports: Laudisio’s January 26, 2007 sale was valid, Laudisio was not a shareholder at the February meeting, and Mario remained president.
- Case One (tried Sept. 2014): jury awarded Taverna Imports $1,063,234 and Mario Taverna $833,000 (breach of fiduciary duty and related claims) against Maricela and Richard Fonseca, Laudisio, and Eichmann. Post-trial motions were denied except for an adjustment discussed below.
- Case Two: Bank of America obtained a 2008 judgment against Taverna Imports for $110,309.36. In 2014 Richard Fonseca purchased that judgment and moved to execute on the 1,000 shares Taverna had repurchased from Laudisio; the trial court granted the levy. Taverna Imports sought relief and an offset after it obtained its Case One judgment.
- The appellate court affirmed most of Case One but reversed part of the damage award to Mario (amount for personal corporate-debt liability) and reversed the Case Two order authorizing execution on the repurchased shares, directing an offset of Fonseca’s $110,309.36 judgment against Taverna’s $1,063,234 judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of Laudisio stock sale and February 27 corporate acts (partial summary judgment) | Taverna: Laudisio validly sold her 10% back to the corporation (signed, notarized; checks delivered), so Laudisio was not a shareholder at Feb. 27 and the removal vote was invalid | Fonsecas: No valid sale because Mario didn’t sign the agreement; one check was post-dated; Laudisio attempted rescission | Court: Affirmed summary judgment — conduct and tendered checks showed mutual assent; Laudisio was not a director/shareholder at the meeting, so vote to remove Mario was invalid |
| Mario Taverna’s individual damages for breach of fiduciary duty (amounts awarded) | Taverna: Sought lost wages/commissions and personal liability for corporate debt (proof primarily for Wachovia judgment) | Fonsecas: Damages were speculative, unpled, or belonged to the corporation | Held: Jury verdict on breach and aiding/abetting affirmed as to liability and $548,000 for lost wages/commissions; reversed as to $285,000 portion for personal liability for corporate debt because only $29,602.32 (Wachovia) was supported — remand to reduce judgment accordingly |
| Admissibility of Pablo Monfort’s letter and trial testimony (unlisted witness/hearsay) | Taverna: Letter was disclosed as an exhibit and used in discovery; witness availability changed; testimony was limited and defendants could depose him during trial | Fonsecas: Monfort was a surprise, unlisted witness; letter is hearsay and prejudicial | Held: Trial court did not abuse discretion — Binger factors satisfied (disclosure of letter, opportunity to depose, minimal prejudice); admission harmless error even if letter hearsay |
| Whether Fonseca could execute/levy on repurchased shares or whether offset was required | Taverna: Allowing levy would permit Fonsecas to seize majority control and frustrate Taverna’s $1,063,234 judgment; court should apply Fonseca’s $110,309.36 judgment as an offset | Fonseca: Proper to execute on shares to collect his purchased judgment | Held: Reversed the levy order; court should have applied Fonseca’s Case Two judgment as an offset against Taverna’s Case One judgment—levy would have improperly enabled seizure of corporate control and extinguishment of the larger judgment |
Key Cases Cited
- Volusia County v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126 (Fla. 2000) (standard of review for summary judgment)
- Integrated Health Servs. of Green Briar, Inc. v. Lopez-Silvero, 827 So. 2d 338 (Fla. 3d DCA 2002) (mutual assent may be shown by conduct despite unsigned contract)
- Gateway Cable T.V., Inc. v. Vikoa Construction Corp., 253 So. 2d 461 (Fla. 1st DCA 1971) (unsigned contract binding where parties performed)
- Carman v. Gunn, 198 So. 2d 76 (Fla. 2d DCA 1967) (refusal to cash tendered checks does not necessarily invalidate sale)
- Camper Corral, Inc. v. Perantoni, 801 So. 2d 990 (Fla. 2d DCA 2001) (elements supporting breach of fiduciary liability and damages)
- Binger v. King Pest Control, 401 So. 2d 1310 (Fla. 1981) (factors for admitting an undisclosed trial witness)
- Rowland v. Times Publishing Co., 35 So. 2d 399 (Fla. 1948) (invalidating issuance/transfer of unissued stock to change control for improper purpose)