Lynn v. Martin County Marine Corp.
Lynn v. Martin County Marine Corp.
Opinion of the Court
This appeal arises out of a shareholder’s derivative action, in which the shareholders who filed the action subsequently sold their shares to a third party. The trial court ruled that the third party did not have standing to pursue the derivative action, but we reverse.
The Lynns owned fifty percent of the shares of stock of Martin County Marine Corporation, and the Nickersons owned
Timko is distinguishable in that there the court held that the shareholder who had originally filed the derivative action had no standing to pursue the action for himself after he sold his shares during the pendency of the action. In this case, as we noted earlier, it is the purchaser of the shares who wishes to maintain the derivative action. This is perfectly consistent with section 607.07401(1), Florida Statutes (2005):
A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.
Reversed.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.