McNabb v. Tampa & St. Petersburg Land Co.

Citations

• 78 Fla. 149
• 83 So. 90

Syllabus

<p>1. Whenever, in the organization of a corporation, there arises or exists between the promoter and the inchoate corporation a quasi trust relation and there is a breach of the fiduciary duty growing out of such relation, an action may be miaintained by the corporation in a court of equity, for discovery and accounting, to rescind or set aside the agreement or transfer, to establish the trust and recover such secret profits from such promoter.</p> <p>2. Allegations in a bill of complaint which • simply show a few years between the accrual of a right and the assertion of such right but do not show evidence of a change of values or other circumstances substantially changing the relati'on- ■ ship of the parties or status of property rights involved, do not make it demurrable upon the ground of laches. •</p> <p>3. Equity will not take jurisdiction, where the remedy at law is full, adequate and complete; but where the remedy at law is n'ot full, complete /and adequate, or where complete relief is doubtful, and a more ample and appropriate remedy may be thereby afforded, - equity will take cognizance, and give relief, if it can be done in accordance with recognized principles of chancery jurisdiction.</p> <p>4. Whenever, in the organization of a corporation there exists between the promoter iand the corporation a quasi trust relation and there arises a right of action growing out 'of a breach of the fiduciary duty resulting from such relation, a court of equity affords a far more ample, complete and adequate remedy than can be had in a court of law.</p>