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IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF FLORIDA

PANAMA CITY DIVISION

PLANET BINGO, LLC, 

a California limited liability company,

Plaintiff,

v. CASE NO. 5:10-cv-64-RS-CJK

WILD BILL’S BINGO, INC., et al.,

Defendant,

_________________________________________/

ORDER

Before me are the following cross-motions for summary judgment and 

responses in opposition:

1. Plaintiff’s Motion for Summary Judgment Against Gaming 

Entertainment Enterprises, LLC (Doc. 189);

2. Gaming Entertainment Enterprises, LLC’s Response to Plaintiff’s Motion 

for Summary Judgment (Doc. 197);

3. Gaming Entertainment Enterprises, LLC’s Motion for Summary 

Judgment (Doc. 190);

4. Plaintiff’s Response to Gaming Enterprises, LLC’s Motion for Summary 

Judgment (Doc. 198).

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Accordingly, the relief requested in Plaintiff’s Motion for Summary 

Judgment Against Gaming Entertainment Enterprises, LLC (Doc. 189) is 

DENIED, and the relief requested in Gaming Entertainment Enterprises, LLC’s 

Motion for Summary Judgment (Doc. 190) is GRANTED. 

STANDARD OF REVIEW

The basic issue before the court on a motion for summary judgment is 

“whether the evidence presents a sufficient disagreement to require submission to a 

jury or whether it is so one-sided that one party must prevail as a matter of law.” 

Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 251 (1986). The moving party has 

the burden of showing the absence of a genuine issue as to any material fact, and in 

deciding whether the movant has met this burden, the court must view the 

movant’s evidence and all factual inferences arising from it in the light most 

favorable to the nonmoving party. Adickes v. S.H. Kress & Co., 398 U.S. 144 

(1970); Fitzpatrick v. City of Atlanta, 2 F.3d 1112, 1115 (11th Cir. 1993). 

An issue of fact is material “if it is a legal element of the claim under the 

applicable substantive law which might affect the outcome of the case.” Wright v. 

Sandestin Investments, LLC, 914 F. Supp. 2d 1273, 1278 (N.D. Fla. 2012). Thus, if 

reasonable minds could differ on the inferences arising from undisputed facts, then 

a court should deny summary judgment. Miranda v. B & B Cash Grocery Store, 

Inc., 975 F.2d 1518, 1534 (11th Cir. 1992) (citing Mercantile Bank & Trust v. 

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Fidelity & Deposit Co., 750 F.2d 838, 841 (11th Cir. 1985)). However, a mere 

‘scintilla’ of evidence supporting the nonmoving party’s position will not suffice; 

there must be enough of a showing that the jury could reasonably find for that 

party. Walker v. Darby, 911 F.2d 1573, 1577 (11th Cir. 1990) (citing Anderson, 

477 U.S. at 251). 

BACKGROUND

The Parties in this case have filed cross-motions for summary judgment. 

Therefore, I will accept the facts in the light most favorable to the non-movant for 

the specific motion I am considering. See Galvez v. Bruce, 552 F.3d 1238, 1239 

(11th Cir. 2008) (citing Vinyard v. Wilson, 311 F.3d 1340, 1343 n.1 (11th Cir. 

2002)). “‘All reasonable doubts about the facts should be resolved in favor of the 

non-movant.’” Id. (quoting Burton v. City of Belle Glade, 178 F.3d 1175, 1187 

(11th Cir. 1999); Clemons v. Dougherty County, 684 F.2d 1365, 1368-69 (11th Cir. 

1982).

Pursuant to N.D.Fla.R. 56.1(A), “All material facts set forth in the statement 

required to be served by the moving party will be deemed to be admitted unless 

controverted by the statement required to be filed and served by the opposing 

party.” Plaintiff has not filed an objection to Defendant’s statement of facts (doc. 

191) or any specific objections to Defendant’s motion for summary judgment as 

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required by Fed. R. Civ. P. 56(c). Thus, I will consider the Defendant’s statement 

of facts as undisputed. Fed. R. Civ. P. 56(e)(2).

On March 23, 2010, Plaintiff filed this case against Wild Bill’s Bingo, Inc. 

(Inc.), which was incorporated and began doing business in 2003, asserting claims 

for breach of contract and unjust enrichment. Doc. 1. William Dalton and Vickie 

Broadway were the only members on the board of directors. On June 1, 2010, Wild 

Bill’s Bingo, LLC (LLC) was formed, with Dalton and Broadway as its only 

members. The Inc., immediately ceased operations and the LLC took over. On 

January 18, 2011, Plaintiff was awarded a judgment against the Inc. Doc. 66. 

The judgment still outstanding, on November 16, 2011, Plaintiff filed an 

impleader complaint against the LLC alleging that the LLC was formed for the 

purpose of defrauding Plaintiff by transferring all of the assets and operations of 

the Inc., to the LLC. Doc. 87. I granted Plaintiff’s Motion for Summary Judgment

(doc. 108), and judgment was entered in favor of Plaintiff against Impleaded 

Defendant Wild Bill’s Bingo, LLC. Doc. 112 – 13. In the May 24, 2013, Order, I 

found that “it is clear that the LLC is a mere continuation if the Inc. under a 

different name.” Doc. 112. 

About a month after judgment was entered against the LLC, on June 25, 

2013, William Dalton and Vickie Broadway approved the dissolution of the Inc., 

(doc. 197-1) and William Dalton, Vickie Broadway, Perry Cain, and Cobi Peel 

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formed Gaming Entertainment Enterprises, LLC (GEE) (doc. 189-3). The 

judgment still outstanding against the Inc., on June 27, 2014, Plaintiff filed its 

Second Impleader Complaint (doc. 166). In Plaintiff’s Second Impleader 

Complaint, Plaintiff alleges that the Inc., fraudulently transferred its assets to the

LLC, who then fraudulently transferred its assets to GEE. Doc. 166. Additionally, 

Plaintiff alleges that GEE is the mere continuation of the businesses operated by 

Wild Bill’s Bingo, Inc./Wild Bill’s Bingo, LLC (Wild Bill’s Bingo). Id. 

After the formation of GEE, the doors to the bingo hall were closed for 

approximately 3 – 4 days, and Wild Bill’s Bingo immediately ceased operating.

Doc. 191. During that time, GEE changed the signs of the bingo hall, made 

cosmetic changes to the exterior and interior, changed the name of the bingo hall 

from Wild Bill’s Bingo to Fun Time Bingo, changed the theme from a western 

theme to a carnival theme, changed the employees’ uniforms, and acquired new 

food equipment. Additionally, GEE provides different games, a different snack 

food menu and lower prices than Wild Bill’s Bingo provided its customers. 

It is undisputed that any changes to the employees and management from 

Wild Bill’s Bingo to the GEE were unrelated to GEE’s formation. Additionally, 

GEE carried on business in the same building as Wild Bill’s Bingo with the same 

tables and chairs, public address system, copy machine, refrigerators and freezer, 

and soda fountain. None of these assets belonged to Wild Bill’s Bingo or GEE. 

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Instead, the employees work for a staff-leasing firm, the public address system 

belongs to a third party, the copy machine is leased, the refrigerators, freezers, 

tables and chairs belong to the landlord, the soda fountain is leased, and no money 

or other consideration was transferred from Wild Bill’s Bingo to GEE. In 

deposition, Mr. Dalton testified that GEE signed all new leases with the third 

parties, and is renting the building on a month-to-month lease.1

Moreover, Mr. Dalton and Mr. Peel testified in deposition that GEE was 

formed to be an entertainment company rather than just a bingo business. Doc. 

189-1,2. GEE’s business model includes hosting concerts, wrestling, and boxing 

events to benefit charitable causes in the community. Doc. 191. However, at the 

time of Mr. Dalton’s deposition, GEE had not operated a single concert, wrestling 

or boxing match, or anything other than the bingo operations. Doc. 189-1 at 45. 

Mr. Dalton explained that because of the illnesses and deaths of two of its board 

members GEE had not expanded its operations yet. Doc. 189-1. 

ANALYSIS

The Federal Rules of Civil Procedure Rule 69(a)(1) provide that proceedings 

supplementary “must accord with the procedure of the state where the court is 

 

1

Plaintiff argues that during deposition Mr. Dalton testified that GEE owes $7500 per month in 

rent, had been paying rent each month, but was in arrears to the landlord for rent in the amount 

of $110,000. Doc. 189. According to Plaintiff, these figures are mathematically improbable 

unless GEE had assumed the rental obligation of Wild Bill’s Bingo. Id. However, in deposition, 

Mr. Dalton actually testified that GEE had not paid any rent since GEE began operations (doc. 

189-1). The $600 per week that GEE pays to Mr. Peel is for Mr. Peel’s services, not for rent. 

Doc. 189-2. 

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located.” Fed. R. Civ. P. 69(a)(1). Under Florida Statute Section 56.29, 

proceedings supplementary “enabl[es] the judgment creditor not only to discover 

assets which may be subject to his judgment, but to subject them thereto by a 

speedy and direct proceeding in the same court in which the judgment was 

recovered.” Estate of Jackson v. Ventas Realty, Ltd. P'ship, 812 F. Supp. 2d 1306, 

1309 (M.D. Fla. 2011) (citing Regent Bank v. Woodcox, 636 So.2d 885, 886 (Fla. 

4th DCA 1994). A Section 56.29 supplemental proceeding is “equitable in nature 

and should be liberally construed” to ensure that a judgment creditor receives the 

most complete relief possible without the necessity of initiating a separate action. 

Nat'l Mar. Servs., Inc. v. Straub, 979 F. Supp. 2d 1322, 1327 (S.D. Fla. 2013); see 

also Cuban Cigar Brands, N.V. v. Tabacalera Popular Cubana, Inc., No. 02-

23124-CIV, 2008 WL 4279641, at *2 (S.D. Fla. Sept. 16, 2008). 

Under Florida law, “[p]roceedings supplementary are entirely statutory and 

[are] of limited purpose: to aid a judgment creditor . . . to discover then effectuate 

the assets of a judgment debtor.” Estate of Jackson, 812 F. Supp. at 1309-10. 

Therefore, pursuant to Section 56.29, I may “order any property of the judgment 

debtor, not exempt from execution, in the hands of any person . . . to be applied 

toward the satisfaction of the judgment debt.” Id. at 1309. A supplemental 

proceeding allows a “judgment creditor to follow and retrieve money that a 

judgment debtor passed to a third-party . . . regardless of whether the impleaded 

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party's role in receiving and possessing the assets is rightful . . . or wrongful . . . .” 

Id. at 1309-10. Although supplemental proceedings require a transfer of assets, I 

may nevertheless impose the liabilities of a predecessor corporation upon a 

successor corporation if the “successor is a mere continuation of the predecessor, 

or . . . the transaction is a fraudulent effort to avoid the liabilities of the 

predecessor.”Amjad Munim, M.D., P.A. v. Azar, 648 So. 2d 145, 151 (Fla. Dist. Ct. 

App. 1994) (citing Bernard v. Kee Mfg. Co., 409 So.2d 1047, 1049 (Fla.1982)). 

In Plaintiff’s Motion for Summary Judgment, Plaintiff argues that GEE’s 

taking over the business operations of Wild Bill’s Bingo was a mere continuation 

of Wild Bill’s Bingo’s business, and that the transfer of the assets and business 

operations of Wild Bill’s Bingo to GEE was fraudulent. Doc. 189. In response, and 

in its own motion for summary judgment, GEE argues that it is neither a fraudulent 

transferee nor a mere continuation of Wild Bill’s Bingo, and is thus not subject to 

collection of the Judgment. Docs. 190, 197.

The mere continuation exception to liability applies when a successor 

corporation is merely a continuation of its processor corporation under a different 

name. Bud Antle, Inc. v. E. Foods, Inc., 758 F.2d 1451, 1458 (11th Cir. 1985). The 

test is “whether there is a continuation of the corporate entity of the seller-not 

whether there is a continuation of the seller's business operation.” Id. Therefore, a 

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key element to a claim for continuation is a common identity of the officers, 

directors and stockholders in the selling and purchasing corporations. Id. at 1459. 

When I found that the LLC was a mere continuation of the Inc., I recognized 

that “they have the same website, signage, and goodwill.” Doc. 112. Specifically, I 

found that “[t]he former president and secretary/treasurer of the Inc. are now the 

[only] members of the LLC, and each acknowledged that there would be no way 

for anybody on the outside to have known that the LLC replaced the Inc.” Id. In 

this case, although GEE conducts business from the same location and building 

where Wild Bill’s Bingo previously conducted business, GEE is a separate and 

distinct legal entity. 

Plaintiff argues that because GEE operates a bingo business, like Wild Bill’s 

Bingo, GEE cannot claim that it had “run its own race.” See Munim, 648 So. 2d at 

154. However, the test is not whether there is a continuation of the predecessor’s 

business operations, but whether there is a common identity of the officers. See 

Bud Antle, 758 F.2d at 1458. Wild Bill’s Bingo had two stockholders and officers, 

while GEE has four members. Although Plaintiff alleges the addition of Cobi Peel 

and Perry Cain is completely superficial, Plaintiff has presented no facts to support 

that allegation. In deposition, both Mr. Peel and Mr. Dalton testified that they had 

board meetings, albeit informal, and that Mr. Peel and Mr. Cain participated in 

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creating GEE’s business model. Neither Mr. Peel nor Mr. Cain had any input 

regarding the operation of Wild Bill’s Bingo. 

Moreover, there was a distinct end to Wild Bill’s Bingo prior to GEE 

beginning its business operations. The bingo hall was closed for approximately 3 –

4 days after Wild Bill’s Bingo ceased operations, and GEE made significant 

changes to the bingo hall to reflect that GEE was now operating the bingo hall, not 

Wild Bill’s Bingo. These changes were reflected in the new signs, change in name, 

change in theme, change to employees’ uniforms, and the different prices. GEE did 

not receive the benefit of Wild Bill’s Bingo goodwill, and no one from the outside 

would have thought that GEE and Wild Bill’s Bingo were the same corporation. 

Accordingly, GEE is not a mere continuation of Wild Bill’s Bingo. Therefore, to 

grant summary judgment for Plaintiff, I must find that Wild Bill’s Bingo 

fraudulently transferred assets to GEE to avoid satisfying its judgment to Plaintiff. 

Section 56.29(6)(b), provides that “When any gift, transfer, assignment or 

other conveyance of personal property has been made or contrived by defendant to 

delay, hinder or defraud creditors,” I must order the transfer to be void, and those 

assets may be used to satisfy the execution of the judgment. The business assets 

transferred could have minimal value and still be considered a fraudulent transfer if

the transfer harms the judgment creditor by eliminating from the original business 

its means of earning revenues to pay the judgment creditor. See Munim, 648 So.2d 

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145 at 153. Plaintiff has not presented any evidence to support a finding that Wild 

Bill’s Bingo transferred any assets to GEE, or even that it had any tangible assets 

to transfer. It is undisputed that everything in the bingo hall is either leased or 

owned by a third party, and Mr. Dalton testified in deposition that GEE had its own 

leases and did not assume Wild Bill’s Bingo’s contractual obligations. Unlike the 

LLC, GEE did not use Wild Bill’s Bingo’s goodwill, signs, decorations, theme, 

prices, snack menu, or business model. Instead, GEE was created and operated 

taking nothing from Wild Bill’s Bingo. Thus, there are no tangible assets of Wild 

Bill’s Bingo in the hands of GEE that may be obtained by Plaintiff to satisfy its 

judgment. 

CONCLUSION

Accordingly, the relief requested in Plaintiff’s Motion for Summary 

Judgment Against Gaming Entertainment Enterprises, LLC (Doc. 189) is 

DENIED, and the relief requested in Gaming Entertainment Enterprises, LLC’s

Motion for Summary Judgment (Doc. 190) is GRANTED.

ORDERED on January 13, 2015.

/s/ Richard Smoak 

RICHARD SMOAK

UNITED STATES DISTRICT JUDGE

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