Data Lease Financial Corp. v. Barad 282 So. 2d 176

PER CURIAM.

Affirmed.

OWEN, C. J., and MAGER, J., concur.

WALDEN, J., dissents, with opinion.

WALDEN, Judge

(dissenting).

I dissent.

The Circuit Court voided the sale of defendant’s non-registered stock to plaintiffs under the terms of Chapter 517, F. S.1971, F.S.A. I would reverse for two reasons:

(a) The transaction was exempt under the provisions of Florida Statutes § 517.06(4), F.S.A.

(b) The plaintiffs’ claim is clearly and emphatically barred under the principle of estoppel, a matter raised but not mentioned or ruled upon in the trial court.

I would reverse and remand with instructions to enter judgment for defendant.

ON PETITION FOR REHEARING

Ordered, upon Appellant’s August 24, 1973 Petition for Rehearing of the above-styled cause is denied, and further,

Ordered, the appellant’s alternative request in said Petition, to vacate decision of August 15, 1973 and to publish a full opinion herein, is denied, and further,

Ordered upon appellant’s August 24, 1973 application, contained in appellant’s Petition of same date, the following questions passed upon this court’s opinion filed herein August 15, 1973 are certified to the Supreme Court of Florida as questions of great public interest, to wit:

(A). Whether a corporate reorganization recognized for the purpose of Section 368(1) (b), Internal Revenue Code, qualifies as a “bona fide reorganization of such corporation” within the meaning and intent of Chapter 517.06(4), Florida Statutes.

(B). Whether a stock transaction wherein one corporation issues securities to the security holders of another corporation in the process of a bona fide reorganization of such corporation (the second corporation) made in good faith, and not for the purpose of avoiding the provisions of this chapter, is an exempt transaction as a matter of law under Section 517.06(4) and/or Section 517.06(6), Florida Statutes.

(C). Whether within the meaning and intent of Section 517.06(4), Florida Statutes, the corporation issuing exempt securities must in fact and law be the same corporation undergoing a “bona fide reorganization” and that the issuance of such securities, if they are to be exempted, must be to existing security holders of the same corporation issuing the securities in question.