Melido Pena v. RDI, LLC, a Florida Limited Liability Company

Summary

The United States District Court for the Middle District of Florida addresses a motion for default judgment in supplementary proceedings seeking to enforce unpaid judgments against RDI, LLC’s alleged successors and alter ego. The court denies judgment on alter ego and de facto merger theories as to the successor entities, but grants judgment on mere-continuation theories against Lakeland Interiors and Lakeland Aviation and pierces RDI’s corporate veil as to Robert Stephen Dinicolantonio. The third-party defendants are held jointly and severally liable for $141,053.67 plus post-judgment interest.

Holdings

1. Default judgment was denied because the amended supplemental complaint did not adequately plead that either successor entity was a shareholder that dominated and controlled RDI so as to negate RDI's independent existence. Lakeland Aviation also could not have controlled RDI before its formation after RDI's dissolution.
2. Default judgment was denied on the de facto merger counts against both Lakeland Flight Interiors and Lakeland Flight Aviation because the amended supplemental complaint failed to plead that the successor entity assumed RDI's liabilities.
3. Default judgment was granted against Lakeland Flight Interiors and Lakeland Flight Aviation under a mere-continuation-of-business theory because the pleadings alleged that each was a continuation or reincarnation of RDI under a different name.
4. Default judgment was granted against Dinicolantonio because the pleadings sufficiently alleged that he was RDI's alter ego and that RDI's corporate form was used fraudulently or for an improper purpose, causing injury to Pena.
5. Because the pleaded damages were admitted by default and constituted a sum certain, no damages hearing was necessary. Lakeland Flight Interiors, Lakeland Flight Aviation, and Dinicolantonio were held jointly and severally liable for $141,053.67, plus post-judgment interest at the statutory rate from the date of each underlying judgment.

Questions Presented

1. Whether the pleadings established alter-ego liability against Lakeland Flight Interiors and Lakeland Flight Aviation.
2. Whether the pleadings established successor liability under a de facto merger theory.
3. Whether the pleadings established successor liability under a mere-continuation-of-business theory.
4. Whether the pleadings established grounds to pierce RDI's corporate veil and impose liability on Dinicolantonio.
5. Whether the third-party defendants were jointly and severally liable for the unpaid judgments and whether a damages hearing was necessary.

Disposition

other