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corporations-are-people

Mitt Romney may believe that corporations are people,  but the Florida courts do not.

A limited liability company (LLC),  filed an eviction complaint signed by its managing member, and not an attorney.  The tenant filed  a motion to dismiss the complaint.

The court ruled that a corporation cannot represent itself before a trial court but must be represented by counsel citing  Lakeview Auto Sales v. Lott, 753 So. 2d 723 (Fla. 2d DCA 20000) [25 Fla. L. Weekly D681a].  Thirty-four years prior to the Lakeview case, the Second District in Nicholson Supply Co. v. First Federal Savings & Loan Association of Hardee County, 184 So. 2d 438 (Fla. 2d DCA 1966) struck a Complaint filed by a corporation which was not represented by an attorney. The Second District reasoned that “[a] corporation is not a natural person. It is an artificial entity created by law and as such it can neither practice law nor appear or act in person. Out of court it must act in its affairs through its agents and representatives and in matters in court it can only act through licensed attorneys.” Id. At 440 (quoting Paradise v. Nowlin, 86 Cal. App. 2d 897, 195 P. 2d 867) (Cal. 1948)). The Second District went on to state, “Since the appellant corporation in the instant case filed a complaint, which did not bear the signature of an attorney, it was, under the rules of the court of this state, as well as many decisions herein cited, a nullity and the trial court correctly struck the complaint.” Id. At 442. The Second District went on to explain further that since the complaint was a nullity, any motion to amend the complaint by having an attorney “appear” for the corporation was improper. Id. Florida courts have applied Nicholson Supply Co. to situations involving limited liability companies which, like corporations, are statutorily created, artificial entities. See., e.g., Tristar Properties, LLC v. Stevens, 9 Fla. L. Weekly Supp 326a (Fla. Manatee Cty. Ct. 2002) (complaint dismissed without leave to amend based on limited liability company’s complaint for eviction not having been signed by an attorney). 

The Florida Supreme Court, in Torrey, v. Leesburg Regional Medical Center, 769 So. 2d 1040 (Fla. 2000) [25 Fla. L. Weekly S911a], held that in the case of a non-corporate entity (i.e., a person) for whom an attorney not licensed to practice law in Florida filed a pleading, the complaint was amendable and a dismissal was unwarranted unless the plaintiff failed to timely amend the pleading. The Florida Supreme Court overruled the Fifth District in the case below (Torrey v. Leesburg Regional Medical Center, 731 So. 2d 748 (Fla. 5th DCA 1999) [25 Fla. L. Weekly S911a], and the Fifth District, as one of its holdings, had cited case law pertaining to the pleadings of a corporate entity being void if not signed by an attorney “authorized to practice in this state.” The Florida Supreme Court cited the Nicholson case (as well as a Third District case, Szteinbaum v. Kaes Interversiones v. Valores C.A., 476 So. 2d 247 (Fla. 3d DCA 1985), in which the Third District held that pleadings of a corporate Plaintiff not signed by an attorney were merely voidable and not void, and a Fifth District case, Quinn v. Orlando Housing Authority, 385 So. 2d 1167 (Fla. 5th DCA 1980), which “sided” with the Second District Nicholson case and held pleadings “void” (i.e., not merely “voidable”)). However, the Supreme Court in Torrey did not specifically overrule the holdings in Nicholson and Quinn but appeared to base its reveral of the Fifth District on the fact that the case below involved a medical malpractice claim which would otherwise have been time-barred by applicable statutes of limitation.

The complaint was dismissed.

ST. PETE PORTFOLIO LLC, vs. BREAU,  County Court, 6th Judicial Circuit in and for Pinellas County. County Civil Case No. 13-4948-CO-39. July 10, 2013.  

20 Fla. L. Weekly Supp. 923a

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