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Breach of fiduciary duty in Florida is one of the most serious claims one business owner can bring against another. When a partner, officer, director, or managing member puts their personal interests ahead of the business — or actively works against it — they may have violated the fiduciary duty they owe. A Florida fiduciary duty claim can result in significant damages, disgorgement of profits, and in some cases, removal from the company. Understanding what this duty requires is essential for any Florida business owner.
What Is a Fiduciary Duty in Florida Business Law?
A fiduciary duty is the highest standard of care in the law. In the Florida business context, it requires the fiduciary to act with loyalty, care, and good faith toward the entity and its stakeholders. Florida law recognizes fiduciary duties in several business relationships:
- Corporate officers and directors — owe duties of care and loyalty to the corporation and shareholders under Florida Business Corporation Act (Chapter 607)
- LLC managers and members — owe duties defined by the operating agreement and Florida LLC Act (Chapter 605)
- Partners in a general partnership — owe each other fiduciary duties under Chapter 620
- Attorneys, accountants, and financial advisors — owe fiduciary duties to their clients
Common Examples of Fiduciary Duty Breach in Florida
Breaches come in many forms. The most common in Florida business disputes include:
- Self-dealing — approving transactions that benefit the fiduciary at the company’s expense
- Usurping corporate opportunities — taking a business deal for yourself that should have gone to the company
- Competing directly against the company while still in a management role
- Misappropriating company funds, assets, or intellectual property
- Providing false or misleading financial reports to partners or shareholders
- Failing to disclose conflicts of interest before making decisions on the company’s behalf
If you suspect a partner or officer is engaged in any of these behaviors, documenting the conduct and consulting a Florida business litigation attorney immediately is critical.
What You Must Prove in a Florida Fiduciary Duty Claim
To succeed on a breach of fiduciary duty claim in Florida, you must establish:
| Element | What It Means |
|---|---|
| Existence of a fiduciary relationship | The defendant owed a duty to the plaintiff or the company |
| Breach of that duty | The defendant acted in a way that violated the duty of loyalty, care, or good faith |
| Causation | The breach directly caused harm to the plaintiff or business |
| Damages | Quantifiable loss resulting from the breach |
Remedies Available for Breach of Fiduciary Duty in Florida
Florida courts have broad authority to remedy fiduciary breaches. Available relief includes compensatory damages for actual losses, disgorgement of profits the fiduciary gained from the breach, injunctive relief to stop ongoing harm, and in cases involving an LLC or corporation, judicial dissolution of the entity. Courts may also award attorney fees when the breach was particularly egregious or involved fraud.
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 a fiduciary duty claim in Florida? | Florida’s statute of limitations is generally 4 years for breach of fiduciary duty claims, but the clock may start from discovery of the breach. |
| Can I remove a partner who breached their fiduciary duty? | Possibly. Florida courts can order expulsion or buyout in severe cases, particularly in LLCs and partnerships where the operating or partnership agreement allows it. |
Protecting Your Florida Business When a Fiduciary Violates Your Trust
Breach of fiduciary duty cases require swift action. The longer a disloyal partner or officer remains in their role, the greater the potential for ongoing harm. Feinstein Law represents Florida business owners in fiduciary duty disputes and complex business litigation. Call (954) 452-4000 or contact us through 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.
