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Areas Bank v.Kaplan. Instances citing this situation
III. MIKA's obligation for MKI's financial obligation
Wanting to subject MIKA to obligation for MKI's financial obligation, Regions claims "de facto merger," "mere continuation," and "fraud" under Florida law. These comparable and sporadically overlapping claims ask in place whether an innovative new organization replaced an adult, debt-laden organization. See, e.g., Lab Corp. of Am. v. Prof'l healing system, 813 therefore. 2d 266, 270 (Fla. fifth DCA). Success on any one of these three claims entitles areas to gather from MIKA the $1,505,145.93 judgment entered for Regions and against MKI action.
Many times within the test, Marvin's testimony recommended a flouting of, or neglect for, the form that is corporate. Describing the motion of income from a single company he been able to another corporation he handled, Marvin claimed: "You use the funds from a single entity and you also place it for which you require it to get, either whether it's from your own individual account to your LLCs or even the LLCs to your account that is personal. (Tr. Trans. at 339) Marvin states within the breath that is next he "trues up at the conclusion of this season," however the documentary evidence belies the contention that Marvin "trued up" following the transfers to Kathryn and MIKA.
A. De facto merger
The Florida choices may actually need dissolution associated with corporation that is first in the event that business not runs. For instance, Amjad Munim, M.D., P.A. v. Azar, 648 therefore. 2d 145, 153-54 (Fla. 4th DCA), generally seems to reject a de merger that is facto because "the technical dependence on dissolution of this predecessor company wasn't founded," also although the evidence proposed that the very first organization "essentially ceased operations." Although dormant, MKI continues to be in presence, which under Florida legislation defeats the de facto merger claim.
