Jose Lamas Sr. is quite a guy. Cuban by birth, he fled in 1963 to Central America, where he is now reputed to be the wealthiest man in Honduras. He shows up as one of the backers of the 2009 coup that ousted President Maneul Zelaya. His company in Honduras ( Jose Lamas S. de R.L) appears in reports by environmental activists as logging illegally with the logs passing through Miami based Aljoma Lumber (which was sold to Universal Forest Products in 2007 for $53.5 million). Back around the turn of the millennium, Aljoma Lumber, under the leadership of his son Jose Antonio Lamas, was not exactly getting kudos as a model employer.
Trouble was brewing for years at Doral-based homebuilder Shoma Development Corp., but an Internal Revenue Service audit and U.S. Tax Court fight brought the family squabble bubbling to the surface.
Mr. Shojaee, while acting as president of Shoma and Greens, had used Shoma's assets for personal gain and usurped Shoma's business opportunities for another business he controlled. Mr. Shojaee used Shoma to guarantee loans for Masmar, a business that he and his wife owned separately from her family.
Mr. Shojaee made a personal pledge to the University of Miami for $1.5 million, and in exchange for this donation the university was going to name a [*5] facility after Mr. Shojaee. Instead of making this contribution from his personal funds, Mr. Shojaee caused Shoma to donate $1.5 million on his behalf.
Finally, Mr. Shojaee took a business opportunity away from Shoma when he chose to build a real estate project on Shoma land using one of his personally owned companies.
This case is good news for developers, as this structure is common in that business: a permanent S corporation sets up new LLCs for each development project. This case correctly concludes that they are all part of the same development business.