MIAMI, FL –CentiMark Corporation, a roofing contractor, sought damages from A to Z Coatings & Sons, Inc. (a Georgia corporation) and A to Z Coatings, Inc. (a Florida corporation) after the subcontractors failed to provide acceptable coatings in a series of roofing jobs.  After a bench trial, the court ruled in favor of CentiMark and entered judgment for $168,434.36 against both A to Z Coatings corporations, jointly and severally.  On July 30, the U.S. States Court of Appeals for the Eleventh Circuit supported the original ruling, awarding CentiMark an amount identical to that outlined in the previous trial.

RumbergerKirk Partner Greg Palmer tried the first case on behalf of CentiMark, earning the initial judgment. Partner Josh Lerner and Associate Rossana Mena represented CentiMark on appeal.

CentiMark Corporporation sought damages from A to Z Coatings of Georgia and A to Z Coatings of Florida after determining that four roofs the subcontractors were hired to coat in 2001 and 2002 were leaking. 

Though A to Z Coatings & Sons, Inc. ceased doing business in 2004, the company’s owners continued doing similar business as A to Z Coatings, Inc.  CentiMark contended that the remaining A to Z Coatings was responsible for the defunct corporation’s damages as its successor corporation.

Under Florida law, a predecessor corporation’s liability may be imposed on its successor corporation if: (1) the successor assumes the obligations of the predecessor; (2) the transaction is a de facto merger; (3) the successor is a mere continuation of the predecessor; or (4) the transaction is fraudulent effort to avoid the liabilities of the predecessor.  The court determined that A to Z Coatings of Florida was a mere continuation of A to Z Coatings of Georgia, due to the similar principals, the similar nature of their businesses, the timing of A to Z Coatings of Florida’s incorporation, and additional evidence.

Because both A to Z Coatings corporations are owned and operated by the same three family members, and because individuals from both corporations performed work on the properties in question, both A to Z Coatings & Sons, Inc. and A to Z Coatings, Inc. were found to be at fault.

RumbergerKirk Partner Greg Palmer represents clients in several areas, including commercial litigation, general aviation litigation and the defense of employers in disputes arising from the employment relationship. His practice also includes the defense of professional liability claims, general casualty matters, product liability cases and construction litigation.

Partner Josh Lerner represents clients in commercial litigation, professional liability, insurance coverage and bad faith, appellate matters and general liability cases. In his commercial litigation practice, Lerner represents individuals and companies in cases involving claims of fraud, breach of contract, breach of fiduciary duty and violations of RICO (Racketeer Influenced and Corrupt Organizations Act). 

Palmer, Lerner and Mena work out of RumbergerKirk’s Miami office.

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RumbergerKirk provides litigation and counseling services in a wide range of civil practice areas including products liability, commercial litigation, intellectual property, environmental, employment, insurance, professional liability, health care and administrative law. Offices are located in Orlando, Tampa, Miami, Tallahassee and Birmingham, Alabama.