Justia Federal District Court Opinions

In this respect the parties actually the defendant since the plaintiffs relied on his representations were mistaken. F.S.A. § 659.14 provides that when a person or group of persons proposes to acquire the majority of the outstanding capital stock of any state bank, "such person shall first make application to the commissioner for a certificate of approval" that shall be issued only after the commissioner is satisfied that the proposed owners are qualified "by character, experience, and financial responsibility" to control the bank in a proper manner that will not jeopardize the interests of "the stockholders, depositors and creditors of the bank" and the interests of the public. The statute itself contains no language that proscribes the parties to a sale from reaching an agreement, written or otherwise, prior to filing an application. Moreover, the application itself indicates that an agreement, if anything, is a prerequisite to filing: It requires a notarized statement that the applicants "have agreed and offered to purchase and hereby confirm their agreement to purchase all of the outstanding capital stock . . . at the option of every shareholder . . . at the same price or consideration paid for any of the stock purchased in connection with the acquisition of the majority interest . . . ." The applicant must also furnish the price to be paid for the majority stock. Further, the Florida courts have interpreted the statute to mean that not only can an applicant enter into an agreement to purchase prior to filing, but the parties can begin the actual stock transfer so long as the transferee does not obtain a majority interest prior to receiving approval for the sale. Interbay Citizens Bank of Tampa v. Weaner, 311 So.2d 835 (Fla.App.1975). Nevertheless, since the parties acted on the assumption that no written agreement was permissible, the court must evaluate their subsequent acts as though that assumption were correct

The information received included the fact that the defendant's exact holdings were 22,330 out of a total of 39,000 shares of outstanding stock

Respecting "interest," it does not appear to this court there was reasonable basis for a claim of interest for the period. The stock paid no dividends, there was no other offer, according to the defendant, made for its purchase during the period, nor was there showing of increase in its value during the period. While the parties wanted to consummate the purchase promptly, there was no agreement that such be done within a particular time, and the delay was not plaintiffs' fault. That plaintiffs were willing, nonetheless, to participate in negotiations respecting changed terms and increased price is further evidence of their good faith dealing

Although the court finds that the letters satisfy the provision standing alone, they may also be considered in conjunction with one another. Phillips v. Zimring, 284 So.2d 233 (Fla.App.1973)

This is the Statute of Frauds provision found in Article 2, governing the sale of goods and is a companion statute to § 678.8-319

The question of intent both under the UCC and under Florida contract law is answered by looking at the objective intent: what the parties said and did and not what they might have subjectively thought. Blackhawk Heating & Plumbing Co., Inc. v. Data Lease Financial Corp., 302 So.2d 404 (Fla.1974). Thus the court must concern itself with what the defendant actually said and did and not with whatever mental reservations he might have had