A talent company’s disbanding was reversed in an appeals court as the judges determined that a stock agreement lacked consideration.
Justices Jeffrey T. Kuntz, Carole Y. Taylor and Cory J. Ciklin of the District Court of Appeal of the State of Florida’s Fourth District ruled on World-Class Talent Experience, Inc.’s case against Frank and Lynn Giordano, directors Jevan and Shawna David in their individual capacities.
“We agree with World-Class that the Second Stock Purchase Agreement lacked consideration. As a result, the court erred when it enforced that agreement. Second, we agree the court erred when it dissolved World-Class under section 607.1430(2), Florida Statutes (2018). As a result, we reverse the court’s partial final judgment,” wrote Justice Kuntz.
World Class Talent Experience 2020 Tour performance
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As for World-Class’s argument that a Second Stuck Purchase Agreement didn’t have consideration, the judges agreed and noted that a $50,000 payment was the same one used for the first agreement. So, the same funds can’t be used as consideration for two different agreements.
The judges also ruled that the Florida statute used to justify the dissolution isn’t relevant. They pointed out that since the Second Stock Purchase Agreement doesn’t have consideration, the Davids operate 90% of the company, so if the directors are in a disagreement, the Davids can have the final say, especially since they’re the only directors left for World-Class.
“In summary, the Davids are the sole directors and the majority owners of World-Class. On those facts, the Giordanos cannot satisfy the requirements for dissolution in the [Florida statute sections]," Judge Kuntz wrote.
Things went left after the Davids and Giordanos completed a Stock Sale and Purchase Agreement, giving the Giordanos 10% of the company for a $50,000 investment. A Second Stock Purchase Agreement also provided the Giordanos with 500 more shares of new stock, giving them 50% of the company, and the opportunity to buy more stock. But shortly after, neither side was speaking to each other, and the Giordanos sued the Davids, who filed a countersuit in return. The lower court determined the Giordanos owned half of the company and approved the World-Class dissolution.