CopyPublished | Florida 3rd District Court of Appeal
...care to ASMO, which the jury by its verdict found ASMO had in fact proven,
even if the jury also determined that no damages should be awarded to
ASMO for that breach.
In light of the jury’s determination, the plain language of sections
605.0408,
605.04091, and
605.0105, Florida Statutes (2016) (the Revised
Limited Liability Company Act)7 precluded the trial court from finding in favor
7
As an initial matter, Rodriguez contends that, because ASMO’s underlying
lawsuit was fi...
...And
finally, we note that the agreed-upon instructions provided to the jury tracked
the current version of Chapter 605, not Chapter 608; Rodriguez does not
challenge those instructions on appeal.
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of Rodriguez on his indemnification claim. Section 605.0408(2), Florida
Statutes (2016), provides:
(2) A limited liability company may indemnify and hold harmless
a person with respect to a claim or demand against the person
and a debt, obligation, or other liability incur...
...winding up of the company’s activities and affairs is to refrain from engaging
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in grossly negligent or reckless conduct, willful or intentional misconduct, or
a knowing violation of law.” §
605.04091(3). Again, section
605.0408(2)
precludes indemnification where the claim arises from a breach of any of
these duties.
Here, the jury by its verdict expressly determined that “Luis Rodriguez
breach[ed] his duty of care or his duty of loyalty to ASMO...
....
(g) Relieve or exonerate a person from liability for conduct
involving bad faith, willful or intentional misconduct, or a knowing
violation of law. . . .
(p) Provide for indemnification for a member or manager
under s. 605.0408 for any of the following: 1....
