Wilson v. Wilson Sr., 211 So. 3d 313

Background

Reverend John Wilson incorporated multiple not-for-profit church entities (1960s–1990s) that owned church properties; annual reports were filed listing boards of directors.
After Reverend Wilson died in December 2010, conflicts arose over corporate control: plaintiffs (claiming to be the lawful directors) sued to reinstate original boards and enjoin interference; several of Wilson’s children and others admitted filing documents naming themselves as directors.
Gamalyah Israelion, initially appointed personal representative of Wilson’s estate (later removed), intervened alleging the corporations were not true not-for-profits and that their assets belonged to Reverend Wilson’s estate; he sought to include corporate assets in probate.
The trial court concluded the corporations had never functioned as corporations (no meetings, minutes, bank accounts) and effectively held the entities were Reverend Wilson’s personal businesses, making assets probate property. The court also found defendants had not been valid directors and plaintiffs should prevail on that issue.
The appellate court reversed the ruling that the corporate form could be disregarded and that the assets were estate property, holding (1) intervention and the new issue were improper, (2) no party sought judicial dissolution under the statutes, and (3) failure to observe corporate formalities alone does not abolish corporate identity or transfer title to assets.
The appellate court affirmed the trial court’s determination that certain defendants were never lawful board members and remanded for entry of declaratory relief in plaintiffs’ favor on director status; it reversed the effective dissolution and asset distribution to the estate.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether intervenor could raise and obtain adjudication of corporate-ownership/probate issue	Israelion argued corporations were not true not-for-profits so assets belong to Wilson’s estate	Plaintiffs/defendants argued the intervention could not inject a new issue outside the pleadings	Intervention was improper to introduce and decide the corporate-ownership/probate issue; reversal required
Whether corporations should be treated as non-existent and assets treated as Wilson’s personal property	Intervenor argued lack of corporate formalities showed entities were Wilson’s personal businesses	Plaintiffs argued corporate identities existed (incorporation, annual reports) and no veil-piercing or dissolution was properly pled	Court reversed: failure to maintain formalities does not, by itself, dissolve corporations or transfer title; no basis shown to disregard corporate form
Whether judicial dissolution was appropriate and transferred assets to estate	Intervenor implicitly sought de facto dissolution via adjudication	Plaintiffs argued no party moved for judicial dissolution and statutory grounds were not pleaded	Judicial dissolution was not properly raised; even dissolution does not transfer title to shareholders/estate automatically; reversal required
Who were the rightful corporate directors	Plaintiffs alleged historic board membership (annual reports showed plaintiffs’ names)	Defendants asserted they filed documents naming themselves as directors after Wilson’s death	Court affirmed that defendants were never valid board members and remanded for declaratory relief in plaintiffs’ favor

Key Cases Cited

Morgareidge v. Howey, 78 So. 14 (Fla. 1918) (interest to intervene must be direct and immediate)
Omni Nat’l Bank v. Georgia Banking Co., 951 So. 2d 1006 (Fla. 3d DCA 2007) (intervenor must accept pleadings and may not raise new issues)
Nat’l Wildlife Fed’n v. Glisson, 531 So. 2d 996 (Fla. 1st DCA 1988) (intervenor limited to issues in existing record)
Gasparini v. Pordomingo, 972 So. 2d 1053 (Fla. 3d DCA 2008) (elements required to pierce corporate veil)
Roberts’ Fish Farm v. Spencer, 153 So. 2d 718 (Fla. 1963) (courts reluctant to pierce corporate veil; requires illegal/fraudulent use)