954-767-9662
If you’re a business owner in Florida and you suspect a partner, officer, or manager has been working against the company — quietly taking deals, draining accounts, or feeding customers to a competitor — you’re dealing with what the law calls a breach of fiduciary duty in Florida. It’s one of the most serious claims one business stakeholder can bring against another, and it carries real teeth. Fiduciary duty violations in Florida can result in damages, disgorgement of profits, removal from the company, and in the right circumstances, injunctive relief that stops the harm immediately. Here’s what you need to know.
What a Fiduciary Duty Actually Requires
The Highest Standard in the Law
A fiduciary duty is not just an ethical expectation — it’s a legally enforceable obligation to put the interests of the company or the other stakeholders above your own. In Florida business law, this duty applies to several relationships. Under Florida’s Business Corporation Act (Chapter 607), corporate officers and directors owe duties of care and loyalty to the corporation and its shareholders. LLC managers owe similar duties under Florida’s LLC Act (Chapter 605). Partners owe each other fiduciary duties under Chapter 620.
Who Owes a Fiduciary Duty in Florida Business?
- Corporate officers and directors — to the corporation and its shareholders
- LLC managers and managing members — to the LLC and its members
- General partners — to each other and the partnership
- Attorneys, accountants, financial advisors — to their clients
- Majority shareholders — to minority shareholders in closely held corporations
What Breach of Fiduciary Duty Actually Looks Like
It’s Usually Not Obvious at First
You’re probably not dealing with someone who walked out with a bag of cash. Fiduciary duty breaches in Florida are usually more subtle — and that’s by design. The people who do this know what they’re doing. Common patterns include:
- Self-dealing — approving transactions that benefit themselves at the company’s expense
- Usurping corporate opportunities — taking a business deal for themselves that should have gone to the company
- Competing directly against the company while still in a management role
- Misappropriating funds — unauthorized distributions, expense fraud, or diverting payments
- Providing false financials to partners or investors to conceal losses or self-dealing
- Failing to disclose conflicts before making decisions on the company’s behalf
If you’re seeing unexplained financial discrepancies, deals that never materialized, or a manager who suddenly left to start a competing business — those are signals. A Florida business litigation attorney can help you start building a record before you tip your hand.
What You Have to Prove in Court
The Four Elements
| Element | What It Requires |
|---|---|
| Fiduciary relationship existed | The defendant owed a duty to the plaintiff or the company — not just any business relationship qualifies |
| Breach of that duty | The defendant acted in a way that violated loyalty, care, or good faith obligations |
| Causation | The breach directly caused harm — not just that the defendant did something wrong |
| Damages | Actual, quantifiable financial loss resulting from the breach |
The Business Judgment Rule — Their Defense
Expect the defendant to invoke the business judgment rule. Under Florida Statute § 607.0830, courts won’t second-guess business decisions made in good faith, with reasonable care, in the company’s best interest. This is a real defense — it protects honest mistakes. What it doesn’t protect is self-dealing, fraud, or decisions made to benefit themselves over the company. The line between a bad business decision and a breach of duty is where most of the litigation happens in a Florida business dispute.
Remedies Florida Courts Can Award
It’s Not Just About Getting Your Money Back
| Remedy | What It Covers |
|---|---|
| Compensatory damages | Financial losses the company or plaintiff suffered directly from the breach |
| Disgorgement | Profits the fiduciary gained from the breach — even if the company suffered no matching loss |
| Injunctive relief | Emergency order to stop ongoing harm — blocking access to accounts or client data |
| Judicial dissolution or buyout | In severe cases, courts can order the company dissolved or force a buyout of the breaching party |
| Attorney fees | Available when the breach involved fraud or particularly bad conduct |
Frequently Asked Questions
| Question | Answer |
|---|---|
| Can a minority shareholder sue for breach of fiduciary duty in Florida? | Yes. Minority shareholders can bring derivative claims on behalf of the corporation or direct claims when majority shareholders breach duties owed to them personally. |
| How long do I have to file in Florida? | Generally 4 years from discovery of the breach under Florida’s statute of limitations — but the clock can be tricky when the breach was concealed. |
| Can I remove a partner who breached their fiduciary duty? | Possibly. Florida courts can order expulsion or a forced buyout in severe cases, particularly when the operating or partnership agreement permits it. |
| Do I need to show the company lost money? | Not always. Disgorgement of profits the fiduciary gained — even without a matching company loss — is available under Florida law. |
When a Partner Violates Your Trust, Florida Law Has a Remedy
Waiting gives a disloyal partner or officer more time to cause damage and cover their tracks. Feinstein Law handles breach of fiduciary duty cases and complex Florida business litigation for owners who need to act fast. Call (954) 767-9662 or contact us at our contact page.
About Feinstein Law: Feinstein Law is a Fort Lauderdale litigation firm serving clients in business, real estate, and contract disputes throughout Broward, Miami-Dade, and Palm Beach counties.
