[CLC-Discussion] Partition
RPPTL CLC-Discussion
clc-discussion at lists.flabarrpptl.org
Thu Mar 2 12:25:58 PST 2023
Afternoon,
I somehow got involved with a case involving the partition of a corporation. Anyone have authority that a corporation (LLC) can be partitioned by a non-member?
Thank you in advance.
Hans
[http://hhlegal.com/email-signatures/img/hlg-email-logo-icon.png]<http://www.hhlegal.com/>
Hans Peter Haahr, Esq.
727.896.7777 OR 877.570.5297
4159 CENTRAL AVENUE
ST. PETERSBURG, FL 33713
www.hhlegal.com<http://www.hhlegal.com/>
From: clc-discussion-bounces at lists.flabarrpptl.org <clc-discussion-bounces at lists.flabarrpptl.org> On Behalf Of RPPTL CLC-Discussion
Sent: Thursday, March 2, 2023 2:14 PM
To: clc-discussion at lists.flabarrpptl.org
Cc: 14f1fe0e681e47009f01447edae921ab at lawmail.cosmolex.com
Subject: Re: [CLC-Discussion] License Question
The attached document from the CILB indicates that “The CILB is not expected to issue any further declaratory statements in light of antitrust law concerns”. This document was provided to me a few months ago by a contractor client.
Michael Gibbons
Shareholder
215 N. Eola Dr. | Orlando, FL 32801
D: 407.418.6378 | P: 407.843.4600 | Ext: 1378
Email<mailto:Michael.Gibbons at lowndes-law.com> | Website<http://lowndes-law.com> | Bio<lowndes-law.com/people-detail/client/Michael-Gibbons> | vCard<https://lowndeslaw.dpmlocal.com/admin/vcard/generate.php?id=64>
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From: clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org> <clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org>> On Behalf Of RPPTL CLC-Discussion
Sent: Thursday, March 2, 2023 1:48 PM
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Cc: 14f1fe0e681e47009f01447edae921ab at lawmail.cosmolex.com<mailto:14f1fe0e681e47009f01447edae921ab at lawmail.cosmolex.com>
Subject: Re: [CLC-Discussion] License Question
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I haven’t read that the CILB won’t issue statements. It’s a statutory function, so I think if the petition is proper, the statement has to be issued. The CILB website doesn’t mention anything about not issuing statements.
Diane S. Perera, Esq.
Board Certified in Construction Law
Law Office of Diane S. Perera, P.A.
12150 SW 128 Ct., Suite 114
Miami, FL 33186
Office: 305-252-1388
Website: www.dpconstructionlaw.com<http://www.dpconstructionlaw.com>
Email: dperera at dpconstructionlaw.com<mailto:dperera at dpconstructionlaw.com>
CONFIDENTIAL: This e-mail and any Document(s) accompanying this transmittal contains information from the Law Office of Diane S. Perera, P.A., that is confidential and/or legally privileged. The information is intended only for the use of the individual or entity named above. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution, or taking of any action in reliance upon the contents of this transmittal information is strictly prohibited and the document(s) should be returned to this firm immediately. If you have received this transmittal in error, please notify this firm immediately at (305) 252-1388 or by return e-mail.
Any correspondence between a firm attorney and a prospective client is not to be construed as the engagement of any attorney at The Law Office of Diane S. Perera P.A. for legal representation unless the representation is evidenced in a writing signed by both parties. The discussion of matters between a firm attorney and a prospective client for legal representation is protected by the client/attorney privilege as directed by the Rules Regulating The Florida Bar; 4-1.6.
From: clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org> <clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org>> On Behalf Of RPPTL CLC-Discussion
Sent: Thursday, March 2, 2023 1:28 PM
To: clc-discussion at lists.flabarrpptl.org<mailto:clc-discussion at lists.flabarrpptl.org>
Subject: Re: [CLC-Discussion] License Question
I may be mistaken but I thought I read recently that going forward the CILB had decided it was no longer going to issue the Declaratory Statements.
Michael Gibbons
Shareholder
215 N. Eola Dr. | Orlando, FL 32801
D: 407.418.6378 | P: 407.843.4600 | Ext: 1378
Email<mailto:Michael.Gibbons at lowndes-law.com> | Website<http://lowndes-law.com> | Bio<http://lowndes-law.com/people-detail/client/Michael-Gibbons> | vCard<https://lowndeslaw.dpmlocal.com/admin/vcard/generate.php?id=64>
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From: clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org> <clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org>> On Behalf Of RPPTL CLC-Discussion
Sent: Thursday, March 2, 2023 1:18 PM
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Subject: Re: [CLC-Discussion] License Question
CAUTION: THIS IS AN EXTERNAL EMAIL
Are you all finding that the CILB is willing to issue such declaratory statements or do they usually decline? I thought it was difficult to get them issue such decisions.
Kind regards,
Hardy
Hardy L. Roberts
Board Certified in Construction Law
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712 S. Oregon Avenue
Tampa, Florida 33606
Direct: 813-345-5212 | Cell: 813-966-9511
hroberts at careyomalley.com<mailto:hroberts at careyomalley.com>
From: clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org> <clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org>> On Behalf Of RPPTL CLC-Discussion
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Cc: 14f1fe0e681e47009f01447edae921ab at lawmail.cosmolex.com<mailto:14f1fe0e681e47009f01447edae921ab at lawmail.cosmolex.com>
Subject: Re: [CLC-Discussion] License Question
I agree with Michael, but if the GC wants to be cautious and time permits, he/she can petition the CILB for a Declaratory Statement and obtain a response that is binding within the scope of his inquiry.
Diane S. Perera, Esq.
Board Certified in Construction Law
Law Office of Diane S. Perera, P.A.
12150 SW 128 Ct., Suite 114
Miami, FL 33186
Office: 305-252-1388
Website: www.dpconstructionlaw.com<http://www.dpconstructionlaw.com>
Email: dperera at dpconstructionlaw.com<mailto:dperera at dpconstructionlaw.com>
CONFIDENTIAL: This e-mail and any Document(s) accompanying this transmittal contains information from the Law Office of Diane S. Perera, P.A., that is confidential and/or legally privileged. The information is intended only for the use of the individual or entity named above. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution, or taking of any action in reliance upon the contents of this transmittal information is strictly prohibited and the document(s) should be returned to this firm immediately. If you have received this transmittal in error, please notify this firm immediately at (305) 252-1388 or by return e-mail.
Any correspondence between a firm attorney and a prospective client is not to be construed as the engagement of any attorney at The Law Office of Diane S. Perera P.A. for legal representation unless the representation is evidenced in a writing signed by both parties. The discussion of matters between a firm attorney and a prospective client for legal representation is protected by the client/attorney privilege as directed by the Rules Regulating The Florida Bar; 4-1.6.
From: clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org> <clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org>> On Behalf Of RPPTL CLC-Discussion
Sent: Thursday, March 2, 2023 8:54 AM
To: clc-discussion at lists.flabarrpptl.org<mailto:clc-discussion at lists.flabarrpptl.org>
Subject: Re: [CLC-Discussion] License Question
Here are some initial thoughts to kick off discussion on the always fun ch. 489 licensure questions:
1. It is not clear where the asphalt, curb and drain work is taking place. Assuming this scope is being performed as part of street or road construction, there would be no ch. 489 licensure issue due to the exemption from Part 1 of ch. 489 found at Fla. Stat. s. 489.103(1).
1. Assuming the work is taking place in a parking lot or location other than a road or street, it gets interesting:
1. Starting with the definitions found at Fla. Stat. s. 489.105, work on asphalt and curbs does not appear to expressly fall within any of the listed licensure descriptions applicable to Division II contractors under s. 489.105(3)(d)-(o). Assuming the reference to “drains” refers to stormwater drains, the work on drains appears to fall within the “storm sewer collection system” scope of work applicable to an underground utility and excavation contractor at Fla. Stat. s. 489.105(3)(n).
1. After working through the statutory definitions, the next relevant portion of ch. 489 appears to be Fla. Stat. s. 489.113. Under Fla. Stat. s. 489.113(2), an unlicensed subcontractor may work under the supervision of a licensed contractor under the following conditions: (i) the work is within the scope of the supervising contractor’s license, (ii) the supervising contractor is responsible for the work, and (iii) the unlicensed subcontractor being supervised is not performing work for which a contractor must be licensed as a Division II contractor under s. 489.105(3)(d)-(o).
1. Under Fla. Stat. s. 489.113(3)(d), a CGC may perform any of the services for which a license as an underground utility and excavation contractor is required. Accordingly, romanette (i) above is satisfied. Satisfying romanette (ii) above should not be a heavy lift assuming the CGC is on the site permit and is contracted to the Owner. The analysis of romanette (iii) above is tricky. On the one hand, stormwater collection system work such as storm drains appears to fall within the licensure scope of an underground utility contractor pursuant to 489.105(3)(n). On the other hand, stormwater collection system work may expressly be performed by a CGC and is not restricted to the Division II underground utility license. It comes down to whether work on drains and stormwater collection systems is work “that would require a license as a contractor under any of the categories listed in s. 489.105(3)(d)-(o)”. Since a CGC may lawfully perform such work, I would argue that drain work does not require a license under s. 489.105(3)(n) and accordingly romanette (iii) above is satisfied. This interpretation is bolstered by the text of s. 489.113(3) which lists various Division II scopes of work that a CGC must subcontract to a properly licensed Division II subcontractor. Missing from the list is the s. 489.105(3)(n) underground utility and excavation contractor scope.
1. In sum, I believe there is a credible argument that an unlicensed sub working under a CGC may perform the asphalt, curb and drain scopes under the supervision of the CGC without violating ch. 489.
Michael Gibbons
Shareholder
215 N. Eola Dr. | Orlando, FL 32801
D: 407.418.6378 | P: 407.843.4600 | Ext: 1378
Email<mailto:Michael.Gibbons at lowndes-law.com> | Website<http://lowndes-law.com> | Bio<http://lowndes-law.com/people-detail/client/Michael-Gibbons> | vCard<https://lowndeslaw.dpmlocal.com/admin/vcard/generate.php?id=64>
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From: clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org> <clc-discussion-bounces at lists.flabarrpptl.org<mailto:clc-discussion-bounces at lists.flabarrpptl.org>> On Behalf Of RPPTL CLC-Discussion
Sent: Wednesday, March 1, 2023 10:58 PM
To: clc-discussion at lists.flabarrpptl.org<mailto:clc-discussion at lists.flabarrpptl.org>
Subject: [CLC-Discussion] License Question
CAUTION: THIS IS AN EXTERNAL EMAIL
Evening all. I have a license question. If a sub, let’s say an unlicensed underground contractor doing curbs, drains, and asphalt, signs a subcontract with a licensed GC. Is that sub automatically “covered” by the GC’s license such that it does not need its own license to perform that work? If so, or if not, can someone point me to the statute, rule or regulation that requires that sub to have its own license? Thank you.
Regards,
Alex Barthet
Board Certified in Construction Law
TheLienZone Construction Law Blog<https://protect-us.mimecast.com/s/AT73CJ6782h8OnqwippBDo/>
Biography<https://protect-us.mimecast.com/s/IPOYCKr582hqK12WsnazH9/>
The Barthet Firm
200 S. Biscayne Blvd., Suite 1650
Miami, Florida 33131
305-347-5295 (direct line)
alex at barthet.com<mailto:alex at barthet.com>
www.barthet.com<https://protect-us.mimecast.com/s/jTP8CM85Z2T5PJq3IR5lX8/>
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