Summary
In Tagarelli, the shareholder received notice of the meeting in which the transaction was to be discussed, failed to attend, received the report detailing the transaction and the company's intent to enter into it. The shareholder made no objection to the report until he filed suit.
Summary of this case from Shapiro v. GreenfieldOpinion
Nos. 91-01900, 91-03506.
February 12, 1993.
Appeal from the Circuit Court, Pinellas County, Crockett Farnell, J.
George W. Greer, Clearwater, and Monica Lisa Fenton of Carlton, Fields, Ward, Emmanuel, Smith Cutler, P.A., Tampa, for appellants.
Steven E. Siff of McDermott, Will Emery, Miami, for appellee.
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. Tagarelli 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.