CopyCited 75 times | Published | Court of Appeals for the Eleventh Circuit | 2001 U.S. App. LEXIS 21049, 2001 WL 1141810
...misappropriation of a corporate opportunity. See Florida Discount Properties v.
Windermere Condo., Inc.,
786 So.2d 1271, 1272 (Fla. 4th DCA 2001); see also
45
Cohen v. Hattaway,
595 So.2d at 108. Thus, we read F.S. §
607.083127 as
codifying the “business judgment rule” in Florida....
...personal benefit from it in the sense of self-dealing-- as opposed to a benefit which
devolves upon the corporation or all stockholders generally. Id. (quotation
omitted); see also Aronson v. Lewis, 473 A.2d 805, 812 (Del. 1984). In this way,
F.S. §
607.0831(3)(c) establishes that it is not inappropriate, per se, for a director to
derive personal benefit from a transaction which benefits the corporation generally.
However, §
607.0831 did not abrogate the prohibition against theft of corporate
opportunities or any other form of self-dealing. Cf. Perlow v. Goldberg,
700 So.2d
148, 150 (Fla. 3rd DCA 1997) (stating that F.S. §
607.0831 does not shield officers
and directors charged with criminal activity, fraud or self-dealing)....
...(c) The transaction was fair and reasonable to the corporation at
the time it was authorized by the board, a committee, or the
shareholders, notwithstanding that a director received a personal
benefit.
F.S. § 607.0831.
46
at trial established that in 1983, RNB’s Board of Directors, including De La Mata,
identified a need to open additional bank branches....
CopyCited 54 times | Published | United States Bankruptcy Court, M.D. Florida | 14 Fla. L. Weekly Fed. B 23, 43 U.C.C. Rep. Serv. 2d (West) 23, 2000 Bankr. LEXIS 1352, 2000 WL 1716185
...plaintiff assumes the burden of providing evidence that directors, in reaching their challenged decision, breached any one of the triads of their fiduciary duty good faith, loyalty or due care." Id. In Florida, the business judgment rule has been defined by statute. Section 607.0831, Florida Statutes, "will not permit liability for violation of the duties under the standard of care, unless the breach constitutes among other things, a violation of criminal law, a transaction which amounts to self-dealing, or reck...
...utiny and foreclose any meaningful competition for the First Union claims. [186] (3) Inapplicability of the business judgment rule. The business judgment rule likewise provides no protection to an officer or director who has engaged in self-dealing. Section 607.0831, Florida Statutes, which defines the "business judgment rule" in Florida, does not protect an officer or director who has breached his fiduciary *174 duty of loyalty....
CopyCited 34 times | Published | District Court, S.D. Florida | 1993 U.S. Dist. LEXIS 5004, 1993 WL 401875
...r simple negligence. The Florida legislature revised its law governing liability of corporate officers and directors, effective July 1, 1987. See Fla.Stat. §§ 607.1645, 607.165 (West Supp.1988), repealed and re-enacted as Fla. Stat. §§
607.0830,
607.0831 (West Supp.1992)....
...f care, unless the breach constitutes among other things, a violation of criminal law, a transaction which amounts to self-dealing, or recklessness, conscious disregard for the best interests of the corporation, or willful misconduct. See Fla. Stat. § 607.0831 (West 1993)....
...826,
103 S.Ct. 60,
74 L.Ed.2d 63 (1982) (applying federal common law D'Oench Duhme doctrine alongside § 1823(e)). See also Order on Motions to Dismiss, Bender v. Centrust,
833 F.Supp. 1525 (1992). Our ruling is confined to § 1821(k). [4] Florida Statutes §
607.0831 provides in pertinent part:
607.0831....
...In a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety or property. Fla.Stat. 607.0831 (West 1993)....
CopyCited 30 times | Published | Florida 5th District Court of Appeal | 2001 Fla. App. LEXIS 16954, 2001 WL 1516949
...corporations recognized under sections 501(c)(3), (c)(4), and (c)(6) of the Internal Revenue Code and agricultural or horticultural organizations recognized under (c)(5) of the Internal Revenue Code, section
617.0831 applies. Section
617.0831 makes section
607.0831 of the general corporations chapter applicable to nonprofit corporations. Section
607.0831, which is analogous to section
617.0834, essentially provides that directors are immune from liability in their individual capacity, absent fraud, criminal activity or self-dealing/unjust enrichment. We conclude that PWOF is correct regarding which statute applies, although the outcome of this case does not turn on any difference between the two. When the allegations of Fox's complaint are compared to the provisions of section
607.0831 in light of the standard of review we have enunciated, we find that Fox failed to allege sufficient facts to state causes of action against the directors individually....
CopyCited 23 times | Published | District Court, S.D. Florida | 1993 U.S. Dist. LEXIS 3559, 1993 WL 85734
...gligence are permitted. FLORIDA STATUTORY LAW Perhaps the only point agreed on by all parties is that Florida has passed an "insulating" *1546 statute which was intended to afford greater protection against suit for directors and officers. Fla.Stat. § 607.0831 (preceded by § 607.1645)....
CopyCited 21 times | Published | District Court, S.D. Florida | 1993 WL 280330
...ached or failed to perform his duties as a director; and ... (b) The director's breach of, or failure to perform, those duties constitutes: ... 4. ... conscious disregard for the best interest of the corporation, or willful misconduct. Fla.Stat.Ann. § 607.0831(1) (West 1990) (emphasis added)....
...Therefore, the simple negligence claim in the Complaint at paragraphs 34 and 36 cannot survive. See FDIC v. Mintz,
816 F.Supp. 1541, 1546 (S.D.Fla.1993) ("Florida has passed an `insulating' statute which was intended to afford greater protection against suit for directors and officers. Fla.Stat. §
607.0831 ......
...eached or failed to perform his duties as a director; and ... (b) The director's breach of, or failure to perform, those duties constitutes: ... 4. ... conscious disregard for the best interest of the corporation, or willful misconduct Fla.Stat.Ann. § 607.0831(1) (West 1990) (emphasis added)....
...Therefore, the simple negligence claim in the Complaint (see ¶¶ 34, 36) cannot survive. See FDIC v. Mintz,
816 F.Supp. 1541, 1546 (S.D.Fla.1993) ("Florida has passed an `insulating' statute which was intended to afford greater protection against suit for directors and officers. Fla.Stat. s.
607.0831 ......
...oss negligence.' Thus, the FDIC is precluded from bringing the instant complaint sounding in simple negligence, as such is not permitted under the common law in Florida."). As far as this Court is aware, Mintz is the only case interpreting Fla.Stat. § 607.0831, therefore, there is no case law to support the contention that the business judgment rule has been subsumed by the Florida statute....
CopyCited 16 times | Published | District Court, S.D. Florida | 1994 WL 261378
...On February 2, 1994, the Trustee filed a Second Amended Complaint and Demand for Jury Trial (the "Second Amended Complaint"), alleging breach of the duty to refrain from acting in conscious disregard of the best interests of Southeast pursuant to Fla.Stat. § 607.0831 (West 1993)....
CopyCited 13 times | Published | District Court, S.D. Florida | 2000 WL 489748
...ether. 1. The Breach of Duty Claims Through both statute and case law, Florida has developed rather strict standards for imposing personal liability upon corporate officers and directors for actions taken in their official capacities. See Fla. Stat. § 607.0831 (establishing standard for director liability); In re Southeast Banking Corp., 827 F.Supp....
CopyCited 12 times | Published | Florida 5th District Court of Appeal | 2004 Fla. App. LEXIS 8418, 2004 WL 1175221
...individual liability); Munder v. Circle One Condominium, Inc.,
596 So.2d 144 (Fla. 4th DCA 1992) (reversing lower court's finding of individual liability by condominium developer). Similarly, section
617.0834(1), Florida Statutes *28 (2002) [1] and section
607.0831(1), Florida Statutes (2002) [2] provide insulation for condominium association directors from liability in their individual capacities absent fraud, criminal activity, self-dealing, or unjust enrichment....
...However, the court went far beyond what was necessary to resolve the personal liability issue by declaring that chapter 607 and chapter 617, which deal with corporations in general, control the issue of condominium association director liability. Both section
617.0834(1) and section
607.0831(1) limit personal liability of directors of non-profit and for profit corporations to misdeeds arising to the level of criminal law violations, deriving personal benefits, reckless acts, and acts committed in bad faith or with a malicious purpose....
...ble. (emphasis supplied) This section applies to associations, not directors. And, it provides chapter 718 controls condominium associations, where in conflict with chapters 607 and 617. Section
718.303(1) is in conflict with section
617.0834(1) and
607.0831(1)....
...A transaction from which the officer or director derived an improper personal benefit, either directly or indirectly; or 3. Recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. [2] Section 607.0831(1), Florida Statutes (2002), provides in part: (1) A director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management o...
CopyCited 11 times | Published | Florida 4th District Court of Appeal | 2010 Fla. App. LEXIS 9108, 2010 WL 2509178
...al liability, and that the trial court was required to determine whether the repair work on the interior of her unit was necessary. The business judgment rule has traditionally been applied to protect corporate directors from personal liability. See § 607.0831, Fla....
CopyCited 8 times | Published | Florida 3rd District Court of Appeal | 1997 WL 631301
...f condominium associations and address the liability of the associations' directors. Each of these three sections requires more than simple negligence before personal liability for monetary damages attaches. See §
617.0834(1), Fla. Stat.(1995); [1] §
607.0831(1), Fla....
...and (b) the... breach ... constitutes: 1.[a] violation of the criminal law ...; 2.[a] transaction [where the director] derived an improper personal benefit; 3.[r]ecklessness or an act or omission which was committed in bad faith or with malicious purpose. [2] Section 607.0831(1), Florida Statutes (1995), provides, in part: A director is not personally liable for monetary damages ......
CopyCited 7 times | Published | Florida 2nd District Court of Appeal | 2000 Fla. App. LEXIS 15424, 2000 WL 1744886
...Count IV of the amended complaint asserted that the Connollys were personally liable to Agostino's because they had breached their duties as corporate directors of PRC. It alleged: Patrick C. Connolly and Robert T. Connolly breached and failed to perform their duties as directors as set forth in Section 607.0831 Fla....
...ation or its stockholders, as "both strange and unfounded in law."). Here, Agostino's did not allege or prove any special circumstance which would render the Connollys personally liable to it. [2] Although Agostino's contended the Connollys violated section 607.0831, Florida Statutes (1995), by its terms that statute merely shields directors from personal liability and specifies circumstances in which that protection may be lost....
CopyCited 5 times | Published | District Court, S.D. Florida | 1993 U.S. Dist. LEXIS 17689, 1993 WL 524491
...Once retroactively applied, Defendants argue that FIRREA preempts state law in the area of bank director liability. In the alternative, should the Court not retroactively apply FIRREA, the Defendants argue that Florida law prior to FIRREA's enactment was a standard of gross negligence. Fla.Stat. § 607.0831(1)(b)(4) (1990) and Fla.Stat....
CopyCited 3 times | Published | District Court, M.D. Florida | 2003 U.S. Dist. LEXIS 2760, 2003 WL 681579
...The Court only needs to apply the conscious disregard standard if the business judgment rule is overcome and liability is asserted against corporate directors in a personal capacity. Connolly v. Agostino's Ristorante, Inc.,
775 So.2d 387, 388 (Fla. 2d DCA 2000) (noting that Florida Statute §
607.0831 "neither imposes any duties on corporate directors nor creates any causes of action against them.")....
CopyCited 2 times | Published | United States Bankruptcy Court, S.D. Florida.
...§ 548, § 547, § 550 and Florida Statutes § 726, et seq., totaling $218,825.00. Plaintiff Chapter 7 Trustee Soneet Kapila also seeks damages against Barbara Wortley for breach of common law fiduciary duty and for breach of fiduciary duty pursuant to Florida Statutes §
607.0830 and §
607.0831 in the amount of $2,305,275.86 as she caused the Debtor's insolvency resulting in this bankruptcy filing and damages to the Debtor and creditors in excess of that amount....
...The Plaintiff's Claims Against Barbara Wortley for Breach of Fiduciary Duty (Adversary Proceeding 08-01793-JKO: Counts VI & VII) The Plaintiff seeks entry of a judgment against Mrs. Wortley for breach of fiduciary *290 duty pursuant to Fla. Stat. §§
607.0830(1),
607.0831(1)(a) and common law....
...The Plaintiff may avoid the transfers under 11 U.S.C. § 544(b) and recover the value of the transfers from Barbara Wortley under § 550(a). I further conclude that Barbara Wortley breached her fiduciary duties to the Debtor and its creditors pursuant to Fla. Stat. § §
607.0830(1),
607.0831(1)(a) and common law and, as a consequence, she caused and increased the Debtor's insolvency resulting in this bankruptcy filing and damages to the Debtor and creditors in excess of $2,305,275.86....
CopyPublished | Florida 3rd District Court of Appeal | 2006 Fla. App. LEXIS 19120, 2006 WL 3302655
...rospace to suffer an additional financial loss. Aerospace filed this action seeking recovery from Abiseid of the money lost through his noncompliance. As a director of Aerospace, in his defense Abiseid seeks to burrow under the protective blanket of section 607.0831, Florida Statutes (2005), the codification of the "business judgment rule." This rule creates a limited presumption of correctness in corporate directors' decisions. Section 607.0831(1)(a), (1)(b)(2), Florida Statutes states in relevant part: "(1) A director is not personally liable for monetary damages to the corporation or any other person for any ....
...2. A transaction from which the director derived an improper personal benefit, either directly or indirectly . . . " Abiseid argues that he received no benefit from his noncompliance with the directive and is protected from liability to Aerospace by section 607.0831(1)(a), (1)(b)(2)....
...The protected directors' decision is not his unilateral action, but that of the president and board of directors of Aerospace which directed all Aerospace personnel not to extend credit to IAC. Abiseid's unilateral action in direct conflict with the protected decision of the board of directors is not itself protected by section 607.0831(1)(a), (1)(b)(2)....
...Abiseid's violating the corporate decision is nothing more than a breach of that corporate decision. If we accepted Abiseid's argument we would be granting an individual director the authority to veto corporate policy. Corporate chaos would be the result, as each director could act on his own whim. *868 Certainly section 607.0831(1)(a), (1)(b)(2) was not enacted in order to create situations wherein a director could individually repeal duly established corporate policy and escape liability for damages caused by his or her unilateral action....
CopyPublished | District Court of Appeal of Florida
fraud, self-dealing or unjust enrichment”); §
607.0831(1), Fla. Stat. (providing exceptions to general
CopyPublished | District Court of Appeal of Florida
companies, and not-for-profit corporations. See §
607.0831(1), Fla. Stat. (2021) (“A director is not personally
