#### Isabel B. TULLIS, as sole beneficiary and duly appointed Executrix of the Estate of Don L. Tullis, Sr., Deceased, Appellant, v. Don L. TULLIS and Associates, Inc., a Florida corporation, Appellee.

No. R-95.

District Court of Appeal of Florida, First District.

March 29, 1973.

Davisson F. Dunlap, Sears, Dunlap & Neder, Jacksonville, for appellant.

C. Harris Dittmar, Bedell, Bedell, Ditt-mar, Smith & Zehmer, Jacksonville, for appellee.

JOHNSON, Judge.

This is an appeal from an order dismissing the appellant’s amended complaint with prejudice from final judgment in favor of appellee.

In the amended complaint, consisting of two counts, it is alleged that the appellee corporation, acting through a Mr. Miller, who was an officer and manager of the appellee corporation, as well as a longtime friend and advisor of the appellant, made false representations to the appellant in an effort to get the appellant to sell to the ap-pellee her stock of said corporation and that as a result of this false and misrepresentations, the appellant did sell her stock to the corporation at a price far below the true value at the time of sale.

It was also alleged that there was an error in the agreement between the stockholders and the corporation as to how to arrive at an appraisal value of the stock of said corporation, which the appellant prayed to be reformed to speak the true intent of the parties.

The appellee filed its motion to dismiss on several grounds which was granted by the trial court, with prejudice, and final judgment entered thereon on April S, 1972. The trial court did not specify upon which grounds the order was predicated, but we have reviewed all the records, including the pleadings and we are of the opinion, and so hold, that the amended complaint does allege a cause of action, both on the *258question of false representation as well as enough facts, if substantiated, to give rise to reformation of the stockholders’ agreement.

The trial court was in error in dismissing the amended complaint and the cause should proceed to trial on the merits.

Reversed and remanded.

SPECTOR, C. J., concurs.

RAWLS, J., concurs in part; dissents in part.

RAWLS, Judge

(concurring in part and dissenting in part).

It is axiomatic that all allegations well pleaded in a complaint are admitted to be true when tested by a motion to dismiss. Plaintiff’s amended complaint alleges each material element of actual misrepresentation, viz: (1) a misrepresentation of material fact; (2) (a) knowledge of the repre-sentor of the misrepresentation, or (b) representations made by the representor without knowledge as to either truth or falsity, or (c) representations made under circumstances in which the representor ought to have known, if he did not know, of the falsity thereof; (3) an intention that the representation induce another to act on it; and (4) resulting injury to the party acting in justifiable reliance on the representation. Kutner v. Kalish, 173 So.2d 763 (3 Fla.App.1965).

I concur in the majority opi.nion that Count I states a cause of action.

As to Count II seeking reformation, it is my view that same does not state a cause of action, and I would sustain the trial court’s judgment in granting the motion to dismiss as to this count.