Florida/Georgia Personal Injury & Workers Compensation

...We are not certain of its status as a public charity within the meaning of Massachusetts law. [1] However, even assuming that status, we conclude that this case is controlled by Florida law because the contracts were to be performed in Florida, and both the lease and assignment contained a Florida choice of law clause. Section 617.0304(1), Florida Statutes (2007), provides: [T]he validity of corporate action, including, but not limited to, any conveyance, transfer, or encumbrance of real or personal property to or by a corporation, may not be challenged on the ground that the corporation lacks or lacked power to act. Section 617.0304(2) prevents a challenge to a business corporation's act as ultra vires unless brought by a shareholder, through a derivative action, or by the attorney general....

...title to property but refused payment; "[t]he obligation to do justice rests on all persons, and they should not be permitted to invoke the doctrine of ultra vires when it would defeat the ends of justice or work a legal wrong"). In accordance with section 617.0304, Cambridge cannot assert its lack *90 of authority to enter into the transaction....

...Belavitch contesting dissolution of the corporation and seeking to recover and protect the corporation's assets. "A corporation's power to act may be challenged ... [i]n a proceeding by the corporation, directly ... against an incumbent or former officer, employee, or agent of the corporation." § 617.0304(2)(b), Fla.Stat....

...e in dispute and which may involve third parties. Depending on facts developed on remand, "the court may enjoin or set aside the act[s complained of], if equitable and if all affected persons are parties to the proceeding, and may award damages...." § 617.0304(3), Fla.Stat....