business judgment rule in Florida

2025Ass'n v. Hampton, 40 So. 3d 784, 787 (Fla. 4th DCA 2010) (explaining that courts have applied "an adaptation" of the business judgment rule in actions against condominium associations and in doing so have evaluated whether the association's actions were authorized and reasonable).

2021Assoc., Inc. v. Hampton, 40 So. 3d 784, 787 (Fla. 4th DCA 2010).

2023United States v. De La Mata, 266 F.3d 1275, 1297 (11th Cir. 2001).

2023In other words, the business judgment rule “suggests that the decisions of directors will not be questioned unless there is a showing of fraud, self-dealing, dishonesty or incompetency.” Sonny Boy, L.L.C. v. Asnani, 879 So. 2d 25, 27 (Fla. 5th DCA 2004).

2023For example, in Vine v. Scarborough, 517 So. 2d 726, 728 (Fla. 3d DCA 1987), the Third District explained that “the legal and equitable claims were so intertwined that the parties herein should have been, and were properly given, a jury trial on all issues.” The Trial Court Erroneously Relied Upon the Business Judgment Rule to Decide Count XI Because the issue might arise on retrial, we address the trial court’s application of the business judgment rule to decide Count XI.

2023Under the business judgment rule, “corporate directors generally have wide discretion in the performance of their duties and a court of equity will not attempt to pass upon questions of the mere exercise of business judgment, which is vested by law in the governing body of the corporation.” Lake Region Packing Ass’n v. Furze, 327 So. 2d 212, 216 (Fla. 1976). “[C]ourts assume that directors and officers have acted properly and in good faith, and absent a showing of abuse of discretion, fraud, bad faith or illegality, will decline to review their actions.” Fed.

2023Under the business judgment rule, “corporate directors generally have wide discretion in the performance of their duties and a court of equity will not attempt to pass upon questions of the mere exercise of business judgment, which is vested by law in the governing body of the corporation.” Lake Region Packing Ass’n v. Furze, 327 So. 2d 212, 216 (Fla. 1976). “[C]ourts assume that directors and officers have acted properly and in good faith, and absent a showing of abuse of discretion, fraud, bad faith or illegality, will decline to review their actions.” Fed.

2023The business judgment rule applies only “when a business is operating according to a reasonable business model.” Cox Enters., Inc. v. News- Journal Corp., 469 F. Supp. 2d 1094, 1111 (M.D.

2023But the rule “is not intended to serve as a shield for those who . . . have acted in their own personal self-interest.” Cox, 469 F. Supp. 2d at 1111 . 17 Likewise, the business judgment rule protects only disinterested directors.

2022Moving Co., 226 So. 2d 887, 892 (Fla. 2d DCA 1969). 11 followed.

2022See Cuker v. Mikalauskas, 692 A.2d 1042, 1046 (Pa. 1997) (quoting Rosenfield v. Metals Selling Corp., 643 A.2d 1253, 1262 (Conn. 1994)) (“The fact is that liability is rarely imposed upon corporate directors or officers simply for bad judgment and this reluctance to impose liability for unsuccessful business decisions has been doctrinally labeled the business judgment rule.

2022See State v. Ellis, 723 So. 2d 187, 190 (Fla. 1998).

2022See Volusia County v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126, 130 (Fla. 2000).

2022App. Ct. 1996) (“The burden is on the party challenging the decision to present facts rebutting the presumption.”); Oliveira v. Sugarman, 152 A.3d 728, 736 (Md. 2017) (quoting Boland v. Boland, 31 A.3d 529, 549 (Md. 2011)) (“To overcome the ‘dangerous terrain’ of the business judgment rule presumption, the plaintiff must assert facts that suggest the corporate 9 directors did not act in accordance with the rule.”); Gantler v. Stephens, 965 A.2d 695, 706 (Del. 2009) (“Procedurally, the plaintiffs have the burden to plead facts sufficient to rebut that presumption.”); Powell v. W.

2022App. Ct. 1996) (“The burden is on the party challenging the decision to present facts rebutting the presumption.”); Oliveira v. Sugarman, 152 A.3d 728, 736 (Md. 2017) (quoting Boland v. Boland, 31 A.3d 529, 549 (Md. 2011)) (“To overcome the ‘dangerous terrain’ of the business judgment rule presumption, the plaintiff must assert facts that suggest the corporate 9 directors did not act in accordance with the rule.”); Gantler v. Stephens, 965 A.2d 695, 706 (Del. 2009) (“Procedurally, the plaintiffs have the burden to plead facts sufficient to rebut that presumption.”); Powell v. W.

2022App. Ct. 1996) (“The burden is on the party challenging the decision to present facts rebutting the presumption.”); Oliveira v. Sugarman, 152 A.3d 728, 736 (Md. 2017) (quoting Boland v. Boland, 31 A.3d 529, 549 (Md. 2011)) (“To overcome the ‘dangerous terrain’ of the business judgment rule presumption, the plaintiff must assert facts that suggest the corporate 9 directors did not act in accordance with the rule.”); Gantler v. Stephens, 965 A.2d 695, 706 (Del. 2009) (“Procedurally, the plaintiffs have the burden to plead facts sufficient to rebut that presumption.”); Powell v. W.

2022App. Ct. 1996) (“The burden is on the party challenging the decision to present facts rebutting the presumption.”); Oliveira v. Sugarman, 152 A.3d 728, 736 (Md. 2017) (quoting Boland v. Boland, 31 A.3d 529, 549 (Md. 2011)) (“To overcome the ‘dangerous terrain’ of the business judgment rule presumption, the plaintiff must assert facts that suggest the corporate 9 directors did not act in accordance with the rule.”); Gantler v. Stephens, 965 A.2d 695, 706 (Del. 2009) (“Procedurally, the plaintiffs have the burden to plead facts sufficient to rebut that presumption.”); Powell v. W.

2022See Cuker v. Mikalauskas, 692 A.2d 1042, 1046 (Pa. 1997) (quoting Rosenfield v. Metals Selling Corp., 643 A.2d 1253, 1262 (Conn. 1994)) (“The fact is that liability is rarely imposed upon corporate directors or officers simply for bad judgment and this reluctance to impose liability for unsuccessful business decisions has been doctrinally labeled the business judgment rule.

2022Ch. 1999) (“Under the business judgment rule, the burden of pleading and proof is on the party challenging the decision to allege facts to rebut the presumption.”); Ferris Elevator Co., Inc. v. Neffco, Inc., 674 N.E.2d 449, 453 (Ill.

2022Ch. 1999) (“Under the business judgment rule, the burden of pleading and proof is on the party challenging the decision to allege facts to rebut the presumption.”); Ferris Elevator Co., Inc. v. Neffco, Inc., 674 N.E.2d 449, 453 (Ill.

2022Shareholders challenging the wisdom of a business decision taken by management must overcome the business judgment rule.”); Solomon v. Armstrong, 747 A.2d 1098 , 1111–12 (Del.

2022Shareholders challenging the wisdom of a business decision taken by management must overcome the business judgment rule.”); Solomon v. Armstrong, 747 A.2d 1098 , 1111–12 (Del.

2022Rather, it is a substantive and procedural presumption . . . .”); Kaye v. Lone Star Fund V (U.S.), L.P., 453 B.R. 645, 679 (N.D.

2022App. Ct. 1996) (“The burden is on the party challenging the decision to present facts rebutting the presumption.”); Oliveira v. Sugarman, 152 A.3d 728, 736 (Md. 2017) (quoting Boland v. Boland, 31 A.3d 529, 549 (Md. 2011)) (“To overcome the ‘dangerous terrain’ of the business judgment rule presumption, the plaintiff must assert facts that suggest the corporate 9 directors did not act in accordance with the rule.”); Gantler v. Stephens, 965 A.2d 695, 706 (Del. 2009) (“Procedurally, the plaintiffs have the burden to plead facts sufficient to rebut that presumption.”); Powell v. W.

2022App. Ct. 1996) (“The burden is on the party challenging the decision to present facts rebutting the presumption.”); Oliveira v. Sugarman, 152 A.3d 728, 736 (Md. 2017) (quoting Boland v. Boland, 31 A.3d 529, 549 (Md. 2011)) (“To overcome the ‘dangerous terrain’ of the business judgment rule presumption, the plaintiff must assert facts that suggest the corporate 9 directors did not act in accordance with the rule.”); Gantler v. Stephens, 965 A.2d 695, 706 (Del. 2009) (“Procedurally, the plaintiffs have the burden to plead facts sufficient to rebut that presumption.”); Powell v. W.

2022Tex. 2011) (“[D]escribing the presumption created by the business judgment rule as an affirmative defense is, at best, a dubious characterization of the rule.”); Marsalis v. Wilson, 778 N.E.2d 612, 616 (Ohio Ct. App. 2002) (“Civ.R. 8(B) [General rules of pleading] suggests that the defendants might be obligated to plead the business judgment rule as a 8 defense, though that is probably not required, since a presumption in defendants’ favor exists by operation of law, whether or not it is pleaded.”).

2019See, e.g., Atkins v. Topp Comm, Inc., 874 So. 2d 626, 627 (Fla. 4th DCA 2004) (affirming dismissal of the derivative suit, finding that the dismissal was based on the trial court's conclusion that the independent investigator acted reasonably and with good faith in conducting his investigation).

2010Ass’n, 517 So.2d 70, 72 (Fla. 3d DCA 1987) (applying the business judgment rule to the condominium association board’s decision to approve a special assessment); see Tiffany Plaza Condo.

2010Ass’n v. Spencer, 416 So.2d 823, 826 (Fla. 2d DCA 1982) (stating that courts will not interfere with an association’s decision to exercise its authority in a reasonable manner).

2010Ass’n, 813 So.2d 975 (Fla. 2d DCA 2002) (applying the business judgment rule to the association’s decision to lease a portion of the common element parking spots); P.S.

2010See, e.g., Garcia, 813 So.2d at 977-78 (where the court first determined that the association had the authority to lease common element parking spots, and then stated that the association was required to act in a reasonable manner in exercising that authority); Cedar Cove Efficiency Condo.

2007Co. v. Johns, 874 F.2d 1447, 1461 (1989): . . . [C]ourts do not invalidate executive compensation systems under the business judgment rule unless they constitute corporate waste.

2007Rogers, 289 U.S. at 591-92 , 53 S.Ct. at 735 ; Cohen v. Ayers, 596 F.2d 733, 739 (7th Cir.1979); Kerbs v. California Eastern Airways, Inc., 90 A.2d 652, 656 (Del.1952).

2007Rogers, 289 U.S. at 591-92 , 53 S.Ct. at 735 ; Cohen v. Ayers, 596 F.2d 733, 739 (7th Cir.1979); Kerbs v. California Eastern Airways, Inc., 90 A.2d 652, 656 (Del.1952).