In 1912 Mathew Marshall and Carl Weidling owned a large tract of land in South Florida. In 1913 they organized and incorporated the Atlantic Beach Company, transferred their property interests in the tract to the company, and received two-thirds and one-third respectively of the company's total authorized and issued stock.
Mr. Marshall died in December 1923, leaving Louise Marshall as his widow and sole surviving heir. Mrs. Marshall was unaware of her husband's interests in the company and left the state within a month after his death. Frank M. Terry forged her name to an application for letters of administration, obtained the letters, prepared minutes of dissolution of the Atlantic Beach Company, and prepared a deed conveying all of the company's property to himself and others.
Terry filed a petition in Broward County Circuit Court along with the minutes, and the court entered a decree dissolving the company in February 1924. The day before the petition was filed, Terry and the other grantees executed a deed conveying the tract to Hollywood Realty Company, which recorded the deed in April 1924 and later conveyed the property to Homeseekers Realty Company by deed recorded August 22, 1924. The company was not legally dissolved until September 14, 1936, by proclamation of the Governor for failure to pay capital stock tax.
Homeseekers disposed of approximately one-third of the tract through sales and lost the remainder in a 1929 sheriff's sale to Highway Construction Company of Ohio, Inc., with the sheriff's deed recorded December 30, 1930. Highway conveyed its interests to Hollywood, Inc., with the deed recorded February 21, 1931. Mrs. Marshall died in 1945 and Weidling died in 1963. In November 1966 the petitioner, Mathew Marshall's brother, discovered the transactions, obtained appointment as administrator of the estate, and filed his initial complaint on July 13, 1967, followed by an amended complaint on April 5, 1968. The circuit court dismissed the amended complaint with prejudice, the Fourth District Court of Appeal affirmed at 224 So.2d 743, and the Supreme Court of Florida granted review on the certified question.
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