Legal Question in Business Law in Florida

We Have a Home Owners Association (HOA) in Florida that is a (Not for Profit) corporation, and we have a very unfair contract that was signed by the developer before the association was turned over to the community residents that is long term until 2019 and it is 48% percent of our total operating budget. The residents want to cancel the contract but we were left without a provision in the contract to do so and the contract holder refuses to allow us to cancel it.

If we dissolve the existing corporation and start a new corporation under a different name, transfer all assets to the new corporation, resign all vender contracts under the new corporation and exclude this unfair contract will we still be obligated to honor the contract? Our 2 year window has passed to legally cancel the contract.


Asked on 5/26/11, 9:03 pm

1 Answer from Attorneys
Hunter Chamberlin Chamberlin Butler & Crowe, P.A.

There certainly may be ways you can relieve yourself from the burden of the contract. However, without actually seeing the contract, it is hard to give you a definitive answer. As for merely assigning the assets to a new corporation, that may run afoul of what is referred to as the Statute of Frauds. In other words, if you merely transfer assets, they may be able to come after the new corporation just as they can the old corporation, and your goal will not be achieved.

I would welcome the opportunity to discuss this with you in greater detail. Please feel free to contact me at your convenience. You can call my office at 813-374-2216 or e-mail me at [email protected].

Good luck.

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Answered on 5/27/11, 6:38 am


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