Tagarelli v. McCormick

614 So. 2d 11 | Fla. Dist. Ct. App. | 1993

PER CURIAM.

In these consolidated appeals Michael F. Tagarelli, (Tagarelli), the majority shareholder in Michael Tagarelli Construction, Inc., challenges a final judgment in favor of Tagarelli Construction in a derivative action brought by the minority shareholder, Charles Deering McCormick. Tagarelli raises six issues, one of which has merit. Accordingly, we reverse the final judgment in part and remand.

The trial court found that Tagarelli diverted a corporate opportunity by forming a second corporation to purchase fifty percent of Martin’s Waterfront, a mobile home park, leaving Tagarelli Construction to purchase the remaining fifty percent. Tagar-elli argues that no corporate opportunity existed, and that even if one did, McCormick acquiesced in the transaction and is therefore estopped from challenging it.

For the following reasons, we agree that McCormick is estopped from challenging the transaction. The undisputed evidence established that McCormick was notified of the shareholders meeting at which the transaction was discussed. Without giving any explanation, McCormick chose not to attend. After the shareholders meeting, McCormick received a report detailing the transaction and the company’s intent to enter into it. No objection to the transaction was made until this suit was filed, even though appellee had been advised of Tagarelli’s plans. See Head v. Lane, 495 So.2d 821, 824 (Fla. 4th DCA 1986).

Affirmed in part, reversed in part, and remanded.

DANAHY, A.C.J., FRANK, J., and CURRY, CHARLES B„ Associate Judge, concur.