Deltona Transformer Corporation v. Deltran Operations USA, Inc., et al.
In an issue of first impression in Florida, the Fifth District interpreted the corporate buyout-election statute, section 607.1436(1), which deems an election to purchase a petitioning shareholder's shares 'irrevocable unless the court determines that it is equitable to set aside or modify the election.' Surveying a national split of authority, the court held that a trial court has equitable power to set aside or modify an election regardless of whether the electing party or the petitioning shareholder raises the matter. It reversed the valuation judgment and remanded because the trial court erroneously believed it lacked any authority to consider DTC's equitable motion.
Key facts
- Deltona Transformer Corporation (DTC), a family-owned closely held company that developed the Battery Tender product line, held the sole Class B veto share of its former subsidiary Deltran Operations USA, Inc.
- Amid family discord, DTC, the father, and the daughter petitioned to dissolve Deltran, alleging malfeasance in its operation.
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Holdings
- Section 607.1436(1) grants a trial court power to set aside or modify a buyout election on equitable grounds, so a court errs in concluding it lacks any authority to entertain a petitioning…
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Why it matters
This is the first Florida appellate decision to construe the scope of the equitable set-aside provision in the buyout-election statute, section 607.1436(1), a critical tool in closely held corporate dissolution and… — full analysis with a trial
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