HMG/COURTLAND v. GROVE ISLE ASSOC

Full title: HMG/COURTLAND PROPERTIES, INC., APPELLANT, v. GROVE ISLE ASSOCIATES, LTD.…

Court: District Court of Appeal of Florida, Third District

Date published: Jan 3, 1992

589 So. 2d 1021 (Fla. Dist. Ct. App. 1992)

Opinion

No. 91-824.

November 26, 1991. Rehearing Denied January 3, 1992.

Appeal from the Circuit Court, Dade County, Henry G. Ferro, J.

Young, Franklin Berman and Andrew S. Berman and Burton Young, North Miami Beach, for appellant.

Greer, Homer Bonner and Alison C. Harke and Bruce Greer; Podhurst, Orseck, Josefsberg, Eaton, Meadow, Olin Perwin, Miami, for appellees.

Before HUBBART, BASKIN and GERSTEN, JJ.

BASKIN, Judge.

HMG/Courtland Properties, Inc. [HMG], appeals an order dismissing its amended complaint. We reverse.

HMG, a limited partner in Grove Isle Associates, Ltd. [GIA], loaned GIA more than four million dollars. HMG brought an action against GIA and its general partners seeking a judgment in the amount of the indebtedness. The defendants filed a motion to dismiss the action alleging that section 620.13, Florida Statutes (1985),¹ barred HMG from bringing the suit. The trial court dismissed HMG's amended complaint.

1 Section 620.13, Florida Statutes was repealed by Laws 1986, c. 86-263, § 72, effective January 1, 1987.

Section 620.13(1)(b)² provides that no limited partner shall "[r]eceive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners." (Emphasis supplied). This section prevents competition for partnership assets by limited partners and partnership creditors. Hughes v. Dash, 309 F.2d 1, 2 (5th Cir. 1962). The statute proscribes the receipt by limited partners of collateral security, payments, or conveyances, "if at the time the assets of the partnership are not sufficient to discharge its obligation to persons not general or limited partners." Unif. Limited Partnership Act § 1 Official Comment, 6 U.L.A. 565 (1969) (Emphasis supplied). The clear and unambiguous language of the statute supports the comment's interpretation. Barnett Bank v. State Dept. of Revenue, 571 So.2d 527 (Fla. 3d DCA 1990). Section 620.13 does not purport to bar actions on a debt; this court will not rewrite the statute to prohibit such actions. Accordingly, the order dismissing the complaint is reversed and the cause remanded.

2 Section 620.13 adopts section 13 of the Uniform Limited Partnership Act. Laws 1943, c. 21887 § 13.

Reversed and remanded.