The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.0850

607.0850 Definitions.—In ss. 607.0850-607.0859, the term:

(1) “Agent” includes a volunteer.

(2) “Corporation” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a merger, so that any person who is or was a director or officer of a constituent corporation, or is or was serving at the request of a constituent corporation as a director or officer, member, manager, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise or entity, is in the same position under this section with respect to the resulting or surviving corporation as he or she would have been with respect to such constituent corporation if its separate existence had continued.

(3) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director or officer, manager, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or another enterprise or entity. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation or such plan also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. The term includes, unless the context otherwise requires, the estate, heirs, executors, administrators, and personal representatives of a director or officer.

(4) “Expenses” includes reasonable attorney fees and expenses, including those incurred in connection with any appeal.

(5) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(6) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.

(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.

(8) “Serving at the corporation’s request” includes any service as a director, officer, employee, or agent of the corporation that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries.

History.—s. 93, ch. 89-154; s. 30, ch. 97-102; s. 107, ch. 2019-90; s. 22, ch. 2020-32.

F.S. 607.0850 on Google Scholar

F.S. 607.0850 on Casetext

Amendments to 607.0850

Arrestable Offenses / Crimes under Fla. Stat. 607.0850

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.0850.

Annotations, Discussions, Cases:

Cases from cite.case.law:

LOCAL DOOR COUPONS FRANCHISE, INC. v. MAYERS,, 261 So. 3d 726 (Fla. App. Ct. 2018)

. . . Mayers then, pursuant to section 607.0850(9) of the Florida Statutes and the indemnification provision . . . under an indemnification provision contained in a shareholder's agreement and as provided by section 607.0850 . . .

PEOPLES GAS SYSTEM, A DIVISION OF TAMPA ELECTRIC COMPANY, a v. POSEN CONSTRUCTION, INC., 323 F. Supp. 3d 1362 (M.D. Fla. 2018)

. . . . § 607.0850(3), the Florida legislature created an express statutory right to indemnification for corporate . . .

MVW MANAGEMENT, LLC, v. REGALIA BEACH DEVELOPERS LLC,, 230 So. 3d 108 (Fla. Dist. Ct. App. 2017)

. . . See, e.g., § 607.0850(3), Fla. Stat. (2016). . . . See, e.g., § 607.0850(6); In re Adelphia Commc’ns Corp., 323 B.R. 345, 375 (Bankr. . . . It held that section 607.0850 authorizes indemnification of attorney’s fees and costs to a director sued . . . language in the parties’ management agreement is not virtually identical to the language in section 607.0850 . . . Section 607.0850 applies to corporations. . . .

WILSON, v. WILSON,, 211 So. 3d 313 (Fla. Dist. Ct. App. 2017)

. . . Subject its directors or officers to standards of conduct different from those prescribed in ss. 607.0801-607.0850 . . .

MENDEZ, v. JARDEN CORPORATION, d. b. a., 503 F. App'x 930 (11th Cir. 2013)

. . . . § 607.0850(12) (defining a foreign corporation as one incorporated under laws other than the laws of . . .

BANCO INDUSTRIAL DE VENEZUELA C. A. MIAMI AGENCY, v. DE SAAD,, 68 So. 3d 895 (Fla. 2011)

. . . Her amended complaint seeks statutory indemnification pursuant to section 607.0850 to recover the costs . . . Id. at 49 (quoting § 607.0850(1), (3), Fla. Stat.). . . . Section 607.0850(1), Florida Statutes, provides that a corporation may indemnify its agents for legal . . . See § 607.0850(3), Fla. Stat. . . . See § 607.0850(1), Fla. Stat. . . .

WENDT, v. LA COSTA BEACH RESORT CONDOMINIUM ASSOCIATION, INC., 64 So. 3d 1228 (Fla. 2011)

. . . At issue is whether section 607.0850, Florida Statutes, authorizes indemnification of corporate directors . . . We conclude that section 607.0850 provides for indemnification in cases in which a corporation has sued . . . Stat.; cf. § 607.0850(1), Fla. Stat. . . . See § 607.0850(1)-(9), Fla. Stat. . . . .” § 607.0850(1), (3), Fla. Stat.; see also § 607.0850(7)(a)-(d), Fla. Stat. . . . definition of “indemnify,” have sought to transform the remaining language in bylaws article XII and section 607.0850 . . .

BANCO INDUSTRIAL DE VENEZUELA, C. A. BIV a k a BIV y v. DE SAAD P. A., 21 So. 3d 46 (Fla. Dist. Ct. App. 2009)

. . . Saad assigned Beeler her right to seek indemnification for attorney’s fees and costs under sections 607.0850 . . . Her amended complaint seeks statutory indemnification pursuant to section 607.0850 to recover the costs . . . BIV argues, in support of its appeal, that a question remains, under the terms of sections 607.0850(1 . . . Section 607.0850, Florida Statutes (1999) provides in pertinent part: 607.0850 Indemnification of officers . . . 2002 WL 982419 (Del.Ch.2002) interprets a Delaware statute, which is strikingly similar to section 607.0850 . . .

WENDT, v. LA COSTA BEACH RESORT CONDOMINIUM ASSOCIATION, INC., 14 So. 3d 1179 (Fla. Dist. Ct. App. 2009)

. . . The directors based their statutory indemnification claim upon various provisions of section 607.0850 . . . definition of “indemnity,” have sought to transform the remaining language in bylaws article XII and section 607.0850 . . . Precision Response Corp., 942 So.2d 1030, 1032-33 (Fla. 4th DCA 2006) (pursuant to section 607.0850, . . . Hope, 766 So.2d 1245 (Fla. 1st DCA 2000), which states: We note that section 607.0850 is more likely . . .

WORLD HEALTH ALTERNATIVES, INC. L. v. E. C. R. Sr. W. T. B. J., 385 B.R. 576 (Bankr. D. Del. 2008)

. . . . § 607.0850 (2007). . . .

T. O BRIEN, v. PRECISION RESPONSE CORPORATION,, 942 So. 2d 1030 (Fla. Dist. Ct. App. 2006)

. . . O’Brien sought relief from PRC for breach of indemnification agreement and on the basis of section 607.0850 . . . O’Brien also cited and relied on section 607.0850(3), governing the indemnification of officers, directors . . . indemnified against expenses actually and reasonably incurred by him or her in connection therewith.” § 607.0850 . . .

CHATLOS FOUNDATION, INC. v. D ARATA,, 882 So. 2d 1021 (Fla. Dist. Ct. App. 2004)

. . . corporations is the obligation to indemnify officers, directors, employees and agents pursuant to section 607.0850 . . . Banco Industrial de Venzuela, 843 So.2d 953 (Fla. 3d DCA 2003), the third district held that section 607.0850 . . . defended against those charges and sought indemnification against Banco Industrial, pursuant to section 607.0850 . . . Her claim was dismissed on the basis that section 607.0850 was facially inapplicable to foreign corporations . . . On appeal, the court held that section 607.0850 applied to Banco Industrial given the fact that it was . . . . § 607.0850(8) and (9), “indemnification and advancement of expenses, including expenses incurred in . . .

DE SAAD, f u b o P. A. v. BANCO INDUSTRIAL DE VENEZUELA, C. A., 843 So. 2d 953 (Fla. Dist. Ct. App. 2003)

. . . from a judgment on the pleadings dismissing her statutory indemnification claim which, under Section 607.0850 . . . Section 607.0850 applies to BIV Miami given the fact that it is qualified to do business in Florida and . . . Section 607.0850(3) provides: To the extent that a director, officer, employee, or agent of a corporation . . . While there is no authority directly analyzing the applicability of Section 607.0850, Florida Statutes . . . These cases are distinguishable from the instant situation in which Section 607.0850(3) clearly imposes . . .

TURKEY CREEK MASTER OWNERS ASSOCIATION, INC. a v. HOPE,, 766 So. 2d 1245 (Fla. Dist. Ct. App. 2000)

. . . In connection with this action, the trial court entered a final order pursuant to section 607.0850(9) . . . Section 607.0850(9), Florida Statutes (1993) provides that the trial court may order a corporate plaintiff . . . We note that section 607.0850 is more likely to be applied when corporate employee or director is sued . . .

NATIONAL PORTLAND CEMENT COMPANY, a v. A. GOUDIE,, 718 So. 2d 274 (Fla. Dist. Ct. App. 1998)

. . . prevailing party, Goudie moved for and was awarded $138,610 in attorney’s fees based on sections 448.08 and 607.0850 . . .

INVESTORS INSURANCE GROUP, INC. v. E. KLING,, 712 So. 2d 1258 (Fla. Dist. Ct. App. 1998)

. . . Kling, under section 607.0850, Florida Statutes (1995). . . . himself against the action and brought this complaint against IIG for indemnification under section 607.0850 . . . Under section 607.0850(1), Florida Statutes (1995), a parent company may indemnify someone who was a . . . Furthermore, section 607.0850(3), Florida Statutes (1995) provides that in the event one of the protected . . . (3), IIG must indemnify Kling if he meets the criteria of section 607.0850(1). . . .

ALTERNATIVE DEVELOPMENT, INC. M. Jr. M. Sr. v. ST. LUCIE CLUB AND APARTMENT HOMES CONDOMINIUM ASSOCIATION, INC. A, St. B, St. D, E. As St., 608 So. 2d 822 (Fla. Dist. Ct. App. 1992)

. . . Section 607.0850(1), Florida Statutes (1990), provides for indemnification of a person who is in an action . . . Section 607.0850(2) provides for indemnification if the person was a party to the proceeding by or in . . . Section 607.0850(7) provides in pertinent part: [indemnification or advancement of expenses shall not . . . We recognize that section 607.0850(3) provides for indemnification to the extent that the party prevails . . . , but note that the language in section 607.0850(7) specifically refers to the “cause of action” generally . . .