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Appellant could not be personally liable for breach
of contract where he did not participate in the contract, did
not sign the contract in any capacity, and where there is no
proof of fraudulent use Qf.corporate funds. Charter Air Ctr.,
Inc. v. Miller, 348 Sold 61b (2 DCA 1977).
Failure of the Appellant to follow the procedure for
dissolution pursuant to F.S. 607.261, Laws of 1977, does not, -
by itself, constitute misrepresentation or fraud so that the
corporation veil will be pierced and the Appellant will be
personally liable. A corporate veil-will not be pierced unless
it is shown that the corporation was organized or employed to
mislead creditors or work a fraud upon them. Futch v. Southern
Stores, Inc., 380 Sold 444 (1 DCA 1979).
F.S. 608.55 was repealed effective January 1, 1976
by Laws of 1975, Chapter 75-250. This chapter and F.S. 607.404 -
provide that the provisions of this act shall apply to any
corporation in existence on the effective date of this act which
was formed or qualified to transact business under the general
corporation laws of this state. Therefore, the only way a
director of a corporation could be personally liable is under
F.S. 607.144(1)(c), which provides that a director who assents
-
to any distribution of assets of a" corporation to its share-
holders during the liquidation of the corporation without the
payment and discharge of or adequate provision made for all
i known debts of the corporation shall be liable to the corporation.
In this case, there was no proof of a distribution of assets to _
a shareholder, the only proof being that the distribution was
made to the Appellant as a creditor.
~ Accordingly, the final judgment is reversed and
remanded to the trial court for entry of a final judgment in
} favor of Appellant, and to enter a final judgment against -
t
4
Hammock Corporation of Florida, a Florida corporation.
- DONE and ORDERED thi day of May, 1980.
E Copies furnished counsel
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