CopyPublished | Florida 1st District Court of Appeal | 2013 WL 1749423, 2013 Fla. App. LEXIS 6579
...hen it was tendered or when it was received.” Following the bench trial on the issue of liability, the trial court entered an order finding no breach of fiduciary duty on Frisbie’s part and a final judgment in Fris-bie’s favor. In interpreting section 607.0842(1), Florida’s statute pertaining to the resignation of corporate officers, the trial court looked to Delaware case law interpreting Delaware’s corporate resignation statutes 1 as being permissive and not requiring resignation through a written document. 2 The trial court, in noting that section 607.0842(1) did not use the word “shall,” concluded that the statute was permissive rather than mandatory and that written notice should not be recognized as the exclusive method for officers or directors to disassociate themselves from their corporate duties and obligations....
...In construing a statute, an appellate court must first consider the plain meaning of the language used. Id. When the language is unambiguous and conveys a clear and definite meaning, that meaning controls unless it leads to an unreasonable result or is clearly contrary to legislative intent. Id. Section 607.0842(1), Florida Statutes (2009), provides that “[a]n officer may resign at any time by delivering notice to the corporation” and that “[a] resignation is effective when the notice is delivered unless the notice specifies a later ef...
...n.") . See Gen. Video Corp. v. Kertesz, C.A. No. 1922-VCL,
2008 WL 5247120 (Del.Ch. Dec. 17, 2008); Dionisi v. DeCampli, No. 9425,
1995 WL 398536 (Del.Ch. June 28, 1995); Bachmann v. Ontell, No. 7805,
1984 WL 8245 (Del.Ch. Nov. 27, 1984). . Although section
607.0842(1) pertaining to officer resignation does not specifically require the delivery of written notice, notice under chapter 607 must be in writing unless oral notice is expressly authorized by a corporation’s articles of incorporation or the bylaws and is reasonable under the circumstances....
